DENMARK Law and Practice Contributed by: Morten Jensen, Elise Ross-Hansen, Frederik André Bork and Paula Grønlund, Bruun & Hjejle
case” . In 2018, Kg BidCo ApS purchased the entire share capital in Gram Equipment from Green Magnum (an SPV owned by Procuritas Capital Investors IV GP Limited). Later in 2018, Kg BidCo ApS filed an arbitration case against Green Magnum with a claim of warranty breach due to irregularities in the accounts in Gram Equipment, which, according to Kg Bidco ApS’s claim, had been largely edited. The tribunal held Green Magnum liable for the breach of the war - ranty. However, Green Magnum subsequently went bankrupt due to not having sufficient funds to honour the arbitration award. Subsequently, Kg BidCo ApS filed a claim at the Danish Maritime and Commercial High Court against the former CEO and CFO of Gram Equipment, Procuritas Capital Investors IV GP Limited, and the managing partners of its advis - ers, Procuritas Partners AB. Procuritas Capital Investors IV GP Limited and the managing part - ners of Procuritas Partners AB were acquitted, as the Court found that they had not known of the manipulation and irregularities. In relation to the former CEO and CFO, the Court ruled that fraudulent accounting had occurred, and that the day-to-day management had been aware of the manipulation of the financial figures. Howev - er, the court found, inter alia, that Kg BidCo ApS had not been able to document any loss, since an accessor had valued the company higher in connection with the trial than what Kg Bidco ApS had claimed; and further that Kg BidCo ApS had received a EUR50 million payout from a W&I insurance. The ruling was given with dissent and has been appealed. Additionally, in 2014, a Danish company (OW Bunker A/S) was listed on Nasdaq Copenhagen with a value of roughly DKK5 billion. Only sev - en months after the listing, the company went bankrupt. As a consequence of the bankruptcy,
various civil cases primarily relating to prospec - tus liability and liability for breaches of disclo - sure obligations in the period leading up to the company’s bankruptcy were filed by investors in the Danish courts. In 2024, a settlement was reached in a group of related lawsuits concern - ing the bankruptcy, entailing that the plaintiffs in the lawsuits will be compensated for their loss - es on the investment in OW Bunker A/S with a total amount of approximately DKK645 million. As of February 2025, a court case is still ongo - ing in which the trustee of the bankruptcy estate claims that the collapse could have been pre - vented if the owners and management had not neglected their responsibilities. Consequently, the trustee of the bankruptcy estate is seeking DKK1.1 billion in compensation. Legal Developments Numerous changes to the Danish Companies Act were implemented in 2024, including the adoption of a bill regarding a reduction of the minimum share capital requirements for private limited companies (in Danish, anpartsselskaber ) from DKK40,000 to DKK20,000, with a view to aligning with the share capital requirements for private limited companies in other European countries. The change of the minimum share capital requirement will be practically imple - mented as soon as possible in 2025 when the Danish Business Authority has made the neces - sary IT adjustments. At the time of this guide’s submission, the change has not yet been imple - mented. Further, as of 1 January 2025, the previously statutory conditions for shareholder loans were repealed, providing greater flexibility in the provi - sion of loans. Going forward, shareholder loans can be provided without adhering to specific corporate law requirements. However, issuanc - es of shareholder loans may not necessarily be
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