DENMARK Law and Practice Contributed by: Morten Jensen, Elise Ross-Hansen, Frederik André Bork and Paula Grønlund, Bruun & Hjejle
notice which, via electronic media, reaches the public in the countries where the target com - pany’s shares are listed on a regulated market. 7.2 Type of Disclosure Required In the event of an issuance of shares in an M&A transaction, the following types of disclosure are relevant, depending on the type of transaction. • Mandatory offer – in a merger involving listed companies, the bidder must launch a man - datory offer if the issuance of shares results in an acquisition of a controlling interest in a listed company. In such event, the bidder must disclose the obligation to launch a man - datory offer. • Prospectus – for public offers exceeding certain minimum thresholds, there is an obligation to publish a prospectus. However, this obligation does not apply to securities offered, allotted or to be allotted in connec - tion with a takeover, merger or demerger, pro - vided that a document containing information about the transaction and its consequences for the issuer is made available to the public. • Corporate law merger documentation – in the event of a merger, the Danish Business Authority must receive a drawn-up merger plan and a declaration by valuation experts on the creditors’ position or, if such docu - ments have been deselected, information surrounding this. Upon receiving such noti - fication, the Danish Business Authority will publish this. 7.3 Producing Financial Statements In private and public M&A transactions, the bid - der is not required to disclose or produce finan - cial statements for the bidder. However, in public M&A transactions the bid - der is required – as soon as possible and no
later than four weeks after the publication of a voluntary offer or the acquisition of a controlling interest – to publish an offer document which must include information on the target com - pany’s current activity and key figures from the most recently published financial statement of the target company, as well as the most recently published financial expectations for the target company in the current financial year. 7.4 Transaction Documents Private M&A Transactions In private M&A transactions, no transaction doc - uments are required to be disclosed in full. Public M&A Transactions In public M&A transactions, the takeover docu - ment and a statement from the target company’s board of directors containing the board of direc - tors’ reasoned position on the offer must be dis - closed. No other transaction documents need to be disclosed in full. However, as the takeover document must contain information on the par - ties, the offer price, the consideration, any con - ditions (only in a voluntary offer) and applicable law, etc, certain main terms of other transaction documents will be included as such in the takeo - ver document.
8. Duties of Directors 8.1 Principal Directors’ Duties
The duties of the directors are primarily owed to the shareholders of the company as a whole. This also entails that the management is not allowed to take any action that is likely to pro - vide certain shareholders or others with undue advantages over other shareholders or the com - pany.
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