DENMARK Law and Practice Contributed by: Poul Guo, Martin Søndergaard, Patricia Rasch and Jonas Miller Rasmussen, Moalem Weitemeyer
Shareholders’ Agreement The shareholders’ agreement governs the post- investment relationship among shareholders, defining corporate governance rights, share transfer restrictions, exit provisions and investor protections. Standard provisions include: • tag-along and drag-along rights; • rights of first refusal; • anti-dilution protection; and • consent requirements for key business deci - sions. Institutional investors often negotiate for board representation and veto rights over certain stra - tegic decisions. Articles of Association A financing round also requires corporate docu - mentation, including amended articles of asso - ciation (in Danish: vedtægter ) to reflect new share classes or investor rights. If new preferred shares are issued, the articles will specify liqui - dation preferences, voting rights and dividend structures. Additionally, cap table updates and shareholder resolutions formalising the issuance of new shares are required. Ancillary Documents and Regulatory Compliance Additional documents typically include: • investor rights agreements; • regulatory filings to ensure compliance with Danish corporate law; and • know-your-customer/anti-money laundering (KYC/AML) documentation, particularly for institutional investors subject to regulatory oversight.
in the agreed timeframe. Additionally, most favoured nation (MFN) clauses are often included to ensure that investors receive the most favour - able terms granted to any subsequent investors. 3.4 Documentation A financing round in a Danish growth company typically involves a structured set of key legal documents to ensure clarity on investment terms, governance rights and post-closing obligations. The core documentation generally includes: • an investment agreement; • a shareholders’ agreement; • updated corporate governance documents; and • ancillary documents related to share issuance and regulatory compliance. While Denmark does not have a fully standard - ised set of VC investment templates similar to the NVCA (USA) or BVCA (UK) models, market practice often aligns with internationally recog - nised VC standards, particularly in deals involv - The investment agreement is the central docu - ment that sets out the terms of the investment, purchase price, conditions precedent, and rep - resentations and warranties given by the com - pany – and, in some cases, by founders. It also includes closing mechanics, specifying the pro - cess for share issuance and fund transfers. The agreement typically outlines investor protec - tions, such as warranties on financials, IP own - ership, and compliance, often subject to liability limitations and disclosure carve-outs. ing institutional investors. Investment Agreement
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