Public M&A—Denmark—Q&A guide

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

  • Public M&A—Denmark—Q&A guide
  • 1. How may publicly listed businesses combine?
  • 2. What are the main laws and regulations governing business combinations and acquisitions of publicly listed companies?
  • 3. How are cross-border transactions structured? Do specific laws and regulations apply to cross-border transactions?
  • 4. Are companies in specific industries subject to additional regulations and statutes?
  • 5. Are transaction agreements typically concluded when publicly listed companies are acquired? What law typically governs the agreements?
  • 6. Which government or stock exchange filings are necessary in connection with a business combination or acquisition of a public company? Are there stamp taxes or other government fees in connection with completing these transactions?
  • 7. What information needs to be made public in a business combination or an acquisition of a public company? Does this depend on what type of structure is used?
  • 8. What are the disclosure requirements for owners of large shareholdings in a public company? Are the requirements affected if the company is a party to a business combination?
  • 9. What duties do the directors or managers of a publicly traded company owe to the company’s shareholders, creditors and other stakeholders in connection with a business combination or sale? Do controlling shareholders have similar duties?
  • More...

Public M&A—Denmark—Q&A guide

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

Authors: Mazanti-Andersen Korsø Jensen & Partnere—Thomas Weisbjerg; Julie Høi-Nielsen; Adam Kara

1. How may publicly listed businesses combine?

Under Danish law the basic forms of business combinations are:

  1. acquisition of either assets (with or without liabilities) or shares in the target company;

  2. mergers of public or private limited companies, including merger by absorption and merger by incorporation of a new entity; and

  3. public tender offers, including exchange offers, with regard to acquisition of all or part of the shares in a listed company.

The consideration in any of the above forms of combinations may be either cash or shares or other contribution in kind, or a combination thereof.

2. What are the main laws and regulations governing business combinations and acquisitions of publicly listed companies?

The legal basis for business combinations in Denmark is generally formed by the Danish Sales of Goods Act, the Danish Contracts Act and the Danish Companies Act, and, specifically with regard to acquisitions of publicly listed companies, the Danish Capital Markets Act. The Companies Act regulates both private and public limited companies.

In addition, inter alia, the following legislation may apply:

  1. the Takeover Order (implementing the Takeover Directive (2004/25/EC) and the guidelines to

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