DENMARK Law and Practice Contributed by: Simon Milthers, Thomas Bøgedal Kristiansen, Mikkel Friis Rossa and Emil Steenberg, Bech-Bruun
ecommunications – may have regulatory requirements that could indirectly affect foreign investments. These sectors might require approval from relevant authori- ties, such as the DBA or the Ministry of Defence ( Erh- vervsministeriet ), particularly if the investment could impact national security or public order. There are no specific restrictions or considerations for investors or buyers based in a particular part of the world. However, investments from countries outside the EU/EEA may be subject to closer scrutiny, espe- cially in sensitive sectors. Export control regulations are primarily governed by the EU’s dual-use regulation and national legislation. These regulations control the export of certain goods, technologies and software that can be used for both civilian and military purposes. Companies involved in the export of such items must comply with these regulations and may need to obtain export licences from the DBA. 7.5 Antitrust Regulations The basic antitrust filing requirements for takeover offers and business combinations are governed by the Danish Competition Act ( Konkurrenceloven ), which is aligned with the principles of the EU Merger Regula- tion. A merger or business combination must be notified to the Danish Competition and Consumer Authority (DCCA) if it meets one of these thresholds: • combined turnover in Denmark of at least DKK900 million, with each of at least two undertakings hav- ing a turnover of at least DKK100 million; or • at least one undertaking has a turnover of DKK3.8 billion in Denmark and another has a worldwide turnover of DKK3.8 billion. A standstill obligation applies once the thresholds are met, meaning the merger cannot proceed before DCCA approval in order to avoid penalties for “gun- jumping”. As of 1 July 2025, the DCCA has been assigned call-in powers, enabling it to require a notification of mergers and business combinations that fall below the ordi-
nary turnover thresholds. This authority is applicable when two cumulative conditions are satisfied: • combined turnover in Denmark of at least DKK50 million; and • the DCCA assesses that there is a risk that the merger or business combination significantly impedes effective competition, particularly through the creation or strengthening of a dominant posi- tion. The DCCA must order a merger or business combina- tion notified (call-in) no later than: • within 15 business days from the time the DCCA is made aware of the merger; • within three months from the earliest of – (a) entry into a merger agreement, (b) a takeover bid having been published, or (c) a controlling share having been acquired; or • within six months from the implementation of the merger, if special circumstances arise in the spe- cific case, eg, if the parties have withheld informa- tion from the DCCA or sought to keep the merger secret. “Clean team” procedures must be used to prevent anti-competitive practices during negotiations and due diligence. The DCCA will assess the merger’s impact on competition and may block or impose con- ditions if it significantly harms competition. 7.6 Labour Law Regulations Acquirers should be primarily concerned about the following labour law regulations. The Act on Transfer of Undertakings (TUPE) ( Lov om virksomhedsoverdragelse ) is relevant in asset sales, where employment relationships automatically trans- fer with the business and the acquirer assumes the rights and obligations towards the transferring employ- ees. Reductions in force and changes in employment terms are permitted under TUPE on economic, techni- cal or organisational grounds. In employee transfers, information and consultation requirements apply, with special procedures for lay- offs or dismissals affecting at least ten employees.
91 CHAMBERS.COM
Powered by FlippingBook