DENMARK Law and Practice Contributed by: Morten Jensen, Elise Ross-Hansen, Frederik André Bork and Paula Grønlund, Bruun & Hjejle
attractive from a tax perspective, and manage - ment must remain mindful that the provisions of the Companies Act regarding self-financing still apply and that it remains management’s respon - sibility to ensure that the granting of the loan is prudent. Additionally, the rules regarding offering of shares in private limited companies ( anpartsselskaber ) have been revised, allowing such companies to offer their shares to the public to a certain extent. Private limited companies now have the option of conducting equity crowdfunding in compli - ance with the EU Crowdfunding Regulation or other forms of limited public offering of shares. This can potentially ease private limited compa - nies’ possibility of attracting necessary capital from investors, especially in the start-up phase. Starting from 2025, large companies that exceed certain thresholds regarding revenue, balance sums and employees, as well as companies listed on a regulated market, must comply with the Corporate Sustainability Reporting Directive (CSRD), which mandates reporting on sustain - ability in accordance with the European Sustain - ability Reporting Standards (ESRS). The CSRD represents a significant regulatory development within ESG, requiring the regulated companies to disclose their sustainability efforts in a stand - ardised manner. The CSRD will be implemented gradually for the entities subject to the Regula - tion, ending in 2029. In addition, strengthened requirements for poli - cies and target figures for the under-represented gender in State-owned public limited compa - nies, listed companies and certain large limited liability companies have been adopted (see 2.5 Labour Law Regulations ). Further develop - ments in this area are expected in the coming years.
In 2023, the “fit and proper” rules were changed, codifying the practice of the Danish FSA as authorised to approve or reject a proposed member of the board of directors or execu - tive board based on the suitability and honesty requirements. Furthermore, the change enables the possibility for the FSA to make approval of a management member conditional. On 8 October 2024, the new EU Listing Act was adopted, introducing adjustments to the Market Abuse Regulation, the Prospectus Regulation, the Markets in Financial Instruments Directive and other EU legislation. These changes aim to make public markets more attractive to EU com - panies and facilitate access to capital for small and medium-sized enterprises (SMEs). Some parts of the Listing Act have already taken effect, while others will be implemented in 2026. The key changes in its implementation include: • removal of the disclosure obligation in the MAR for intermediate steps in prolonged processes; • an increase in the existing exemption from the prospectus rules for the admission to trading of shares below 20%, to 30%; • the introduction of a short information docu - ment (a so-called EU follow-on prospectus) for companies that have been listed for more than 18 months for admissions and offers; and • the possibility to increase the general exemp - tion for small offers from EUR8 million to EUR12 million. 3.2 Significant Changes to Takeover Law There have been no significant changes to the Danish takeover regime in the past 12 months. The latest changes in regulation of takeovers under Danish law were seen on 1 July 2020. However, The Danish FSA has recently submit -
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