Private M&A—Denmark—Q&A guide

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Private M&A—Denmark—Q&A guide
  • 1. How are acquisitions and disposals of privately owned companies, businesses or assets structured in your jurisdiction? What might a typical transaction process involve and how long does it usually take?
  • 2. Which laws regulate private acquisitions and disposals in your jurisdiction? Must the acquisition of shares in a company, a business or assets be governed by local law?
  • 3. What legal title to shares in a company, a business or assets does a buyer acquire? Is this legal title prescribed by law or can the level of assurance be negotiated by a buyer? Does legal title to shares in a company, a business or assets transfer automatically by operation of law? Is there a difference between legal and beneficial title?
  • 4. Specifically in relation to the acquisition or disposal of shares in a company, where there are multiple sellers, must everyone agree to sell for the buyer to acquire all shares? If not, how can minority sellers that refuse to sell be squeezed out or dragged along by a buyer?
  • 5. Specifically in relation to the acquisition or disposal of a business, are there any assets or liabilities that cannot be excluded from the transaction by agreement between the parties? Are there any consents commonly required to be obtained or notifications to be made in order to effect the transfer of assets or liabilities in a business transfer?
  • 6. Are there any legal, regulatory or governmental restrictions on the transfer of shares in a company, a business or assets in your jurisdiction? Do transactions in particular industries require consent from specific regulators or a governmental body? Are transactions commonly subject to any public or national interest considerations?
  • 7. Are any other third-party consents commonly required?
  • 8. Must regulatory filings be made or registration (or other official) fees paid to acquire shares in a company, a business or assets in your jurisdiction?
  • 9. In addition to external lawyers, which advisers might a buyer or a seller customarily appoint to assist with a transaction? Are there any typical terms of appointment of such advisers?
  • More...

Private M&A—Denmark—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to Private M&A in Denmark published as part of the Lexology Getting the Deal Through series by Law Business Research (published: August 2020).

Authors: Gorrissen Federspiel—Anders Ørjan Jensen; Charlotte Thorsen

1. How are acquisitions and disposals of privately owned companies, businesses or assets structured in your jurisdiction? What might a typical transaction process involve and how long does it usually take?

Private M&A transactions are typically effected by way of share deals, which are generally more tax efficient. Asset acquisitions are sometimes used in smaller transactions, for carve-outs or in connection with restructurings and insolvency proceedings. Statutory mergers or demergers, which generally allow for succession in obligations without third-party consents, are mostly used for pre-M&A reorganisations.

Transactions processes in Denmark are usually structured as bilateral processes (typically strategic deals) or as auction processes divided into two or more phases to narrow down the field of bidders.

The time required to complete a transaction depends largely on the complexity of the deal, required regulatory and third-party consents as well as the number of parties involved. Bilateral transactions without regulatory consent can often be completed within one or two months’ time, while auction processes typically take from three to six months to execute.

2. Which laws regulate private acquisitions and disposals in your jurisdiction? Must the acquisition of shares in a company,

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