DENMARK Law and Practice Contributed by: Simon Milthers, Thomas Bøgedal Kristiansen, Mikkel Friis Rossa and Emil Steenberg, Bech-Bruun
to rules regarding network security, data protec- tion, and consumer rights. With the implementation of the Directive on measures for a high common level of cyberse- curity across the Union (“NIS2”) and the Digi- tal Operational Resilience Act regulations, the authors anticipate increased supervision from a cybersecurity perspective. It has not yet been specified which Danish public authority will be responsible for overseeing and ensuring compa- nies’ compliance with the NIS2 regulation. Incorporating an ApS or A/S can be completed within 24 hours after preparing the necessary documents. However, obtaining permits and approvals varies by sector. By way of example, foreign investments approvals in sensitive sec- tors (eg, IT security and critical technology) take five to six weeks in straightforward cases. 7.2 Primary Securities Market Regulators The primary securities market regulator for M&A transactions in Denmark is the FSA. The FSA is responsible for overseeing the compliance of M&A transactions with securities regulations, including the review and approval of offer docu- ments for public takeovers. Furthermore, the DBA is tasked with overseeing dual-use items and technologies. 7.3 Restrictions on Foreign Investments The Danish foreign direct investment (FDI) framework is governed by EU Regulation 209/ J452 and the Danish Investment Screening Act ( Investeringsscreeningsloven ), effective from 1 July 2021 and amended on 1 July 2023. Admin- istered by the DBA, the Investment Screening Act imposes specific restrictions on technology M&A transactions involving Danish companies in sectors sensitive to national security or public order.
The Danish FDI regime requires mandatory pre- approval for direct and indirect investments, regardless of deal structure, including owner- ship, control over shares, voting rights, asset transfers, and long-term loans. For M&A trans- actions, foreign investors must file if they acquire or increase a “qualified holding” in a Danish company (defined as at least 10% of shares or voting rights) or if they exceed thresholds of 20%, 33%, 50%, 66%, or 100%. This also applies to certain greenfield investments and internal restructurings. The Danish FDI regime broadly defines sectors and activities requiring approval for some seem- ingly irrelevant technology M&A transactions. The sectors include: • defence sector businesses; • IT security and classified information process- ing businesses; The Danish investment screening process has two phases. Phase I involves submitting an application and ownership chart, with approval granted in 45 days if no risks are found. Phase II, for further review, gives the DBA 125 days to decide – although complex cases may take longer. The regime offers pre-screening for foreign investors to confirm if an investment avoids critical technology or infrastructure, excluding defence, IT security, and dual-use products. Pre- screening takes between two and three weeks, with less information required. • dual-use product manufacturers; • critical technology businesses; and • critical infrastructure businesses Foreign investors must file with the DBA, detailing the investment, target and investor. Investment
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