DENMARK Law and Practice Contributed by: Simon Milthers, Thomas Bøgedal Kristiansen, Mikkel Friis Rossa and Emil Steenberg, Bech-Bruun
cannot proceed without approval if required. No fees or formalities apply if a qualified Danish law- yer handles the filing. Decisions in simple cases are usually made within five to six weeks. 7.4 National Security Review/Export Control In Denmark, there is no comprehensive national security review mechanism specifically for acqui- sitions, unlike in some other countries. However, certain sectors – such as defence, critical infra- structure, and telecommunications – may have regulatory requirements that could indirectly affect foreign investments. These sectors might require approval from relevant authorities, such as the DBA or the Ministry of Defence ( Erhvervs- ministeriet ), particularly if the investment could impact national security or public order. There are no specific restrictions or considera- tions for investors or buyers based in a particu- lar part of the world. However, investments from countries outside the EU/EEA may be subject to closer scrutiny, especially in sensitive sectors. Denmark does have export control regulations, which 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
A merger or business combination must be noti- fied to the Danish Competition and Consumer Authority (DCCA) if it meets one of these thresh- olds: • combined turnover in Denmark of at least DKK900 million, with each of at least two undertakings having 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 thresh- olds are met, meaning the merger cannot pro- ceed before DCCA approval in order to avoid penalties for “gun-jumping”. “Clean team” procedures must be used to pre- vent anti-competitive practices during negotia- tions and due diligence. The DCCA will assess the merger’s impact on competition and may block or impose conditions 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 transfer with the business and the acquirer assumes the rights and obligations towards the transferring employees. Reductions in force and changes in employment terms are permitted under TUPE on economic, technical or organisational grounds. In employee transfers, information and consulta- tion requirements apply, with special procedures for la-yoffs or dismissals affecting at least ten
export licences from the DBA. 7.5 Antitrust Regulations
The basic antitrust filing requirements for takeo- ver offers and business combinations are gov- erned by the Danish Competition Act ( Konkur- renceloven ), which is aligned with the principles of the EU Merger Regulation.
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