Corporate M&A 2026 Comparisons

Over the past twelve months, the Danish M&A market has remained active, with the mid-market being the key driver, which is a continuing trend.

In early 2025, the market was already showing signs of recovery from the fluctuations of the preceding years. Deal volumes were increasing compared with 2024, and activity levels were among the strongest seen since before the pandemic. In the first quarter of 2025, there was a double-digit rise in the number of transactions versus the same period in 2024, with sectors such as technology, media and telecoms (TMT) continuing to dominate. Early data highlighted a positive trend despite geopolitical uncertainty, and cross-border transactions remained part of the deal mix.

Throughout the year, the sectoral profile of dealmaking remained consistent in some respects — TMT continued to account for the largest share of transactions — but there were also shifts. Activity in areas like real estate, hospitality and construction showed particularly strong growth later in 2025 compared to recent slower years, and industrial segments such as automotive and transportation experienced significant upticks in deal count.

One of the developments since early last year has been the scale of outward investment by Danish companies: 2025 saw large Danish acquisitions abroad, with cross-border deals in sectors ranging from logistics to biotech and consumer goods contributing to record levels of direct investment overseas.

Outlook for 2026

The confidence seen in late 2025 reflected in quarterly volume growth and a healthy pipeline looks to be carrying into 2026. Broader economic and geopolitical uncertainties (eg, uneven global growth and shifting interest rate expectations) are still part of the backdrop, but the markets appear to be slowly stabilising and adapting to “the new normal”.

Technology

Technology deals continue to drive the Danish M&A market. TMT remains the biggest sector by deal count, with particular interest in fintech, healthtech and green tech companies. Targets within B2B services have also drawn increased interest.

Private Equity

Private equity (PE) remains a central force in the market, particularly in the mid-market segment. Funds are actively pursuing buy-and-build strategies while also seeking to divest mature portfolio companies. 2025 has been a year in fluctuation for PE, with more acquisitions than exits.

Defence and Security

A notable emerging theme has been heightened activity linked to the defence and security sector. Increased European defence spending, driven by geopolitical tensions and NATO commitments, has sparked investor interest in Danish companies operating within defence technology, cybersecurity, advanced manufacturing, and dual-use solutions. Strategic buyers and financial sponsors alike are positioning themselves to benefit from long-term public spending programmes and supply chain localisation initiatives. As a result, defence-related assets are attracting higher valuations and greater competitive tension, signalling a structural shift in investor priorities within the Danish market. While interest is at an all-time high, actual dealmaking momentum has been slow.

Financial Services Consolidation

Finally, consolidation within the financial services sector has been a notable theme, as competitive pressures and digital infrastructure requirements continue to drive strategic link-ups among financial institutions.

Dominant sectors include TMT, particularly SaaS, life sciences/pharma, defence, B2B services and logistics, including data centres.

In Denmark, acquisitions are typically structured with a strong emphasis on contractual flexibility, tax efficiency, and transactional certainty. The primary legal techniques for acquiring a company reflect these priorities and are broadly aligned with established Nordic and European market practices.

Share Purchases

The most common method is a share purchase, where the buyer acquires all (or a controlling portion) of the shares in the target company from its existing shareholders. Share deals are generally preferred in private M&A transactions because they allow the acquirer to take over the entire business as a going concern, including contracts, licenses, employees, and obligations. The transaction is governed by a Share Purchase Agreement (SPA), which sets out representations and warranties, indemnities, purchase price mechanisms (such as locked-box or completion accounts), and closing conditions. Warranty and indemnity (W&I) insurance is frequently used in competitive auction processes to bridge risk allocation gaps.

Asset Purchases

Asset purchases are less frequent, and while the structure can offer greater flexibility and risk mitigation, it often requires third-party consents for the transfer of contracts and may trigger additional administrative steps, including employee transfers under Danish implementation of EU transfer of undertaking rules.

Public Takeover Offers

For publicly listed companies, acquisitions are primarily conducted through voluntary or mandatory takeover offers regulated by the Danish Capital Markets Act. Once a shareholder exceeds certain ownership thresholds, a mandatory offer obligation may arise. Squeeze-out mechanisms are available when a shareholder reaches a qualified majority, enabling the compulsory acquisition of minority shares.

Mergers

Mergers are also legally possible under Danish company law, including cross-border mergers within the EU, but they are less frequently used as pure acquisition tools in private transactions. Overall, Danish M&A practice is characterised by pragmatic deal structuring, strong contractual frameworks, and a well-established regulatory environment that supports both domestic and international investment.

General Regulation

While private M&A is generally unregulated, the Danish Business Authority controls and supervises the compliance of business regulations.

Investment Screening

For investment screening, notifications are submitted to and processed by the Danish Business Authority. In the course of its review, the Danish Business Authority routinely consults and seeks input from other relevant authorities as part of the case handling process.

Merger Control

For merger control, the Danish Competition and Consumer Authority is the investigative/case-handling body, while the Competition Council is the decision-making authority for key procedural steps and for final merger decisions (clearance, conditional clearance or prohibition).

EU Foreign Subsidies Regulation

The EU Foreign Subsidies Regulation require notification if financial contributions from non-EU countries exceed certain thresholds.

Sectoral Approvals

Sectoral approvals depend on the regulated area. The Danish Financial Supervisory Authority is central for regulated financial institutions (eg, qualifying holdings/change-of-control approvals) and for supervision of key elements of the takeover framework for listed companies.

Foreign Investment Screening

If a foreign investor (regardless of origin) acquires at least 10% of the voting rights or share capital (or equivalent control) in a Danish company operating within one of five sensitive sectors, this requires prior approval from the Danish Business Authority. The sectors are defence, IT security and classified information processing, dual-use goods production, other critical technologies and critical infrastructure.

Standstill Obligation

Where the mandatory filing obligation is triggered, a standstill obligation applies, meaning the investment may not be completed until the Danish Business Authority has granted its approval. In straightforward cases, a decision can typically be expected within approximately five to six weeks.

EU Foreign Subsidies Regulation

The EU Foreign Subsidies Regulation requires mandatory notification of certain M&A transactions involving foreign financial contributions, enabling the European Commission to investigate and address potential distortions in the internal market.

In Denmark, business combinations are primarily governed by the Danish Competition Act, which contains Denmark’s merger control regime. The rules are administered by the Danish Competition and Consumer Authority (DCCA).

Notification Thresholds

A concentration must be notified to the DCCA where statutory turnover thresholds are met. Notification is mandatory if: (i) the combined aggregate turnover in Denmark of all undertakings concerned exceeds DKK900 million and at least two undertakings each have Danish turnover exceeding DKK100 million; or (ii) one undertaking has Danish turnover exceeding DKK3.8 billion and at least one other undertaking has worldwide turnover exceeding DKK3.8 billion. Transactions meeting these thresholds cannot be implemented prior to clearance (standstill obligation).

Where EU turnover thresholds are met, the transaction falls under the EU Merger Regulation and must be notified to the European Commission instead of the Danish authority.

Call-In Right

In addition, the DCCA now has a call-in right. This means the DCCA may require notification of a concentration that does not meet the statutory turnover thresholds if it has reason to believe the transaction may significantly impede effective competition in Denmark. The call-in option is particularly relevant in transactions involving innovative companies, niche markets, or early-stage businesses where turnover is limited but competitive significance may be substantial. In 2025, the Danish Competition and Consumer Authority used its call-in power in two separate cases to require notification of otherwise below-threshold transactions. In practice, this has created a need for early merger control analysis even in acquisitions involving smaller targets, where the parties’ combined annual Danish turnover is at least DKK50 million and the Authority considers that the transaction may give rise to competition concerns.

Substantive Test

The substantive test mirrors EU principles: a merger will be prohibited or subject to remedies if it would significantly impede effective competition, in particular through the creation or strengthening of a dominant position.

Anti-Competitive Conduct During Transactions

Additionally, the general prohibition on anti-competitive agreements under Danish competition law applies throughout the transaction process. During negotiations, due diligence and any interim period between signing and closing, the parties must refrain from exchanging competitively sensitive information. Where the transaction involves competitors, it is standard practice to establish information barrier procedures, commonly referred to as clean team arrangements, to ensure compliance.

Non-Compete and Non-Solicitation Clauses

In Denmark, non-compete clauses are primarily governed by the Act on Employers’ and Salaried Employees’ Use of Non-Competition and Non-Solicitation Clauses (the “Non-Competition Act”) of 2016. To be enforceable, a non-compete clause must be in writing, and the employee must receive compensation equivalent to at least 40% of their salary during the restricted period. The maximum duration of a non-compete obligation is 12 months post-employment. Employers may terminate the clause with one month’s notice, thereby avoiding the compensation obligation. Non-solicitation of employees clauses can only be agreed in connection with a pending transaction and even in that case only for up to six months.

Collective Bargaining and the Danish Model

Denmark has one of the highest rates of collective bargaining coverage in the world, with approximately 80% of the workforce covered. Rather than relying heavily on statutory regulation, Denmark’s labour market is largely governed through agreements between employer associations and trade unions, a model known as the “Danish model”. These agreements regulate wages, working hours, and general employment conditions. If the target is covered by such agreements, the buyer may become bound by their terms, influencing wage structures, working conditions and termination procedures. Thorough labour law due diligence is therefore essential in Danish transactions.

TUPE

For Transfer of Undertakings in asset transactions, the Danish rules implementing the EU Transfer of Undertakings Directive become relevant. Where the transferred assets constitute an economic entity that retains its identity after transfer (eg, through a carve-out), employees associated with that entity transfer automatically to the acquirer, who assumes all existing rights and obligations.

In addition to the investment screening mentioned under 2.3 Restrictions on Foreign Investments, certain investments and transactions involving Danish defence-related companies are subject to a special regulatory ownership approval regime under the Danish War Materiel Act (Krigsmaterielloven). The War Materiel Act applies to companies engaged in the manufacture of war materiel as defined under Danish law, including components and parts designed for exclusively military use. The Danish Ministry of Justice is the competent authority for approvals.

Where an ownership change falls within the War Materiel Act, this regime overrides the general rules in the Danish screening landscape. Ownership changes in companies covered by the War Materiel Act follow a distinct approval track administered by the Danish Ministry of Justice.

Court Decisions

Court proceedings arising from M&A transactions are relatively infrequent in Denmark, partly because most private M&A agreements contain arbitration clauses, which means that disputes are resolved confidentially and do not generate publicly available case law.

Key Court Decision

In one significant ruling in 2023, the Danish Maritime and Commercial court examined whether the buyer had suffered a quantifiable loss where the company’s value, as assessed by an independent expert during the proceedings, exceeded the amount the buyer had claimed. The court also took into account that the buyer had already received a substantial payout under a W&I insurance policy. The case highlighted the importance of robust due diligence and the interplay between warranty claims and insurance recoveries.

Legal Development

The EU Listing Act, adopted in October 2024, introduced a number of changes to the Market Abuse Regulation, the Prospectus Regulation and related legislation, with the aim of making public capital markets more accessible, particularly for small and medium-sized enterprises. Key changes include the removal of the disclosure obligation for intermediate steps in protracted processes, an increase in the prospectus exemption threshold for secondary issuances from 20% to 30%, and the introduction of a simplified follow-on prospectus for issuers that have been listed for more than 18 months. In June 2026, specifically, new rules on the disclosure obligations in protracted processes enter into force. At that point, the general requirement to disclose inside information (as defined by MAR), will no longer apply to inside information related to intermediate steps in a protracted process, including public takeovers, where those steps relate to bringing about particular circumstances or an event. In protracted processes, only the final circumstances or events must be disclosed as soon as possible after they have occurred.

A new executive order on public takeover bids was adopted in June 2025 addressing clarifications to the pricing rules applicable to mandatory offers, the publication requirements for takeover bids, and adjustments arising from the European Single Access Point (ESAP) Regulation. Although the core framework remains substantively unchanged, the revised rules improve transparency and procedural clarity of the Danish takeover regime.

General Practice

It is not generally customary for a bidder to build a significant stake in a listed target prior to launching a public offer. Danish public M&A practice is relatively transparent and consensus-oriented, and extensive pre-bid accumulations are uncommon.

Toehold Stakes and Disclosure Obligations

Bidders may, however, acquire a smaller “toehold” stake before announcing an offer, typically through on-market purchases. Such stakebuilding must comply with disclosure obligations under the Danish Capital Markets Act. Shareholders are required to notify the company and the market when their holding reaches or exceeds 5% of the voting rights or share capital, and at subsequent threshold levels. This transparency limits the scope for discreet accumulation.

Mandatory Offer Considerations

Particular care must also be taken not to trigger the mandatory offer obligation, which generally arises when a shareholder obtains control, typically at or above one-third of the voting rights. As a result, pre-offer stakebuilding strategies in Denmark tend to be modest and carefully managed to ensure full regulatory compliance.

Pricing Implications

The pricing implications of pre-bid purchases are a further consideration. In a mandatory offer, the offer price must equal at least the highest price paid by the bidder during the six months preceding the offer. In both voluntary and mandatory offers, the bidder is required to increase the offer price if it acquires shares at a higher price during the offer period or within six months following its expiry. On-market purchases at prevailing market prices can thus trigger a mandatory offer obligation, which be carried out without offering a premium above the market price.

Disclosure Thresholds

A shareholder must notify the issuer and the Danish Financial Supervisory Authority (FSA) when its holding of shares or voting rights reaches, exceeds, or falls below 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 and more than 90% of the share capital or voting rights. The one-third (33⅓%) threshold is also significant, as it is generally associated with control and may trigger a mandatory takeover offer obligation, although it is not itself a separate disclosure threshold under the major shareholding rules.

Scope and Timing of Notification

The obligation applies not only to direct shareholdings but also to indirect holdings and certain financial instruments that provide access to shares or voting rights, including derivatives where relevant. Notification must be made without undue delay, typically no later than four trading days after the shareholder becomes aware, or should have become aware, of crossing the relevant threshold.

Statutory Thresholds

The statutory major shareholding disclosure thresholds set out in the Danish Capital Markets Act are mandatory and cannot be altered by a company through its articles of association or by-laws. A listed company may therefore not introduce higher thresholds in order to reduce transparency, nor lower statutory thresholds in substitution of the legal regime. The disclosure framework is harmonised and applies uniformly to all issuers admitted to trading on a regulated market.

Structural Mechanisms

That said, companies may include certain structural mechanisms in their articles which can indirectly affect stakebuilding. These may include voting right restrictions, share classes with differentiated voting rights, or ownership caps in regulated sectors (eg, financial institutions), subject to applicable law. However, such mechanisms are relatively uncommon in widely held Danish listed companies.

Regulated Financial Institutions

For regulated financial institutions, acquisitions of substantial holdings may require prior approval from the Danish Financial Supervisory Authority.

Dealings in derivatives are permitted. Trading is primarily governed by EU legislation, including MiFID II, EMIR and the Market Abuse Regulation, which apply directly in Denmark. Both exchange-traded and over-the-counter (OTC) derivatives – such as futures, options, swaps and forwards – are commonly used for hedging and risk management, as well as for investment purposes. Regulated trading takes place via venues such as Nasdaq Copenhagen.

In Denmark, derivatives can trigger filing and reporting obligations under both securities regulation and competition law, particularly where they create economic exposure comparable to share ownership or contribute to the acquisition of control.

Securities Disclosure

Under the Danish Capital Markets framework, holders of shares or qualifying financial instruments – such as equity derivatives – must notify the issuer and the Danish Financial Supervisory Authority when their holdings of voting rights cross specified thresholds (5%, 10%, 15%, 20%, 25%, 50%, 90%, one-third, or two-thirds). This includes instruments that grant a right to acquire shares or create a similar economic effect. Notification must be made within four working days, and the issuer must publicly disclose the information shortly thereafter.

Short Selling Regulation

Net short positions in shares admitted to trading in Denmark are also reportable. Positions reaching 0.1% of issued share capital must be notified to the regulator, and positions of 0.5% or more are publicly disclosed. Derivatives are included in calculating the net short exposure.

Competition Law

From a competition law perspective, derivatives become relevant where they contribute to the acquisition of control. If a structure involving derivatives confers decisive influence, it may constitute a notifiable merger under Danish rules. The Danish Competition and Consumer Authority may also call in below-threshold transactions if competition concerns arise.

Private M&A

In private M&A, there is no obligation to disclose the purpose of an acquisition.

Public Takeover Offers

A bidder launching a voluntary public takeover offer is required to make its intentions known regarding control of the target company. Under the Danish takeover rules and the Danish Capital Markets Act, the offer document must contain detailed information enabling shareholders to assess the implications of accepting the offer. This includes disclosure of the bidder’s strategic plans for the target, its intentions with respect to the company’s future business, employees and management, and whether the bidder seeks to obtain full ownership or maintain the company’s listing. If the bidder aims to achieve a level of ownership enabling a squeeze-out and subsequent de-listing, this must be stated explicitly.

General Position

Requirements to disclose a deal generally only affect listed companies. However, the filing obligations regarding ownership thresholds (see 4.2 Material Shareholding Disclosure Threshold) will inadvertently make a private M&A deal public, as the legal ownership of the target is disclosed in the Danish Companies Register.

Listed Companies

For listed companies, there is no automatic obligation to disclose upon first approach, the commencement of negotiations, or the signing of a non-binding letter of intent.

Inside Information

Under the Market Abuse Regulation, the relevant question is whether the information constitutes inside information. Preparatory steps in a public takeover process will often qualify as inside information once they are sufficiently precise and price sensitive, and the target will in principle be obliged to disclose it.

Delayed Disclosure

The target may, however, delay disclosure for a limited period if it considers that early disclosure would prejudice its legitimate interests – for instance, because it would be likely to prejudice ongoing negotiations. Delay requires that confidentiality can be maintained and that the absence of disclosure does not risk misleading the public. The clear obligation to disclose arises once the bidder has made a firm decision to proceed with an offer. The target will be required to disclose a deal once the information can no longer be lawfully delayed – typically when the offer has become sufficiently concrete, negotiations have reached an advanced stage, or the bidder has taken a formal decision to proceed, and confidentiality can no longer be maintained.

Market practice generally follows legal requirements.

Inside Information Test

One key question is when details of a transaction qualifies as inside information under Article 7(1) of MAR. This is generally the case if four cumulative criteria are met: (i) it must be of a precise nature; (ii) it must not have been made public; (iii) it must relate, directly or indirectly, to one or more issuers or financial instruments; and (iv) if made public, it must be likely to have a significant effect on the price of those instruments. All four elements must be present.

Delay Mechanism

In practice, issuers have often relied on the delay mechanism in Article 17(4), particularly in protracted M&A processes. While each step in a transaction must technically be assessed independently, disclosure has frequently been postponed until signing or board approval, provided confidentiality was maintained and delay was not considered misleading.

Upcoming Reforms

With effect from 5 June 2026, an amendment to Article 17 clarifies that delay is impermissible where non-disclosure would contradict prior public announcements or communications. This reform effectively formalises an event-driven disclosure approach, under which signing typically triggers public disclosure, enhancing legal certainty while reflecting established market practice.

In negotiated private M&A transactions, legal due diligence is a core workstream. The scope is typically risk-based and proportionate to the size and complexity of the target, with a focus on identifying issues that could affect valuation, deal structure or post-closing risk.

Standard areas of review include:

• corporate structure;
• material contracts;
• financing arrangements;
• employment and incentive structures;
• real estate;
• intellectual property;
• regulatory compliance;
• litigation and contingent liabilities;
• data protection; and
• ESG matters.

Process Structure and W&I Insurance

Due diligence may be structured as a vendor-led process, where the seller commissions reports that are then supplemented by the buyer, or as a full buy-side exercise. In practice, the format is often shaped by whether warranty and indemnity (W&I) insurance is being used. Insurers typically require a structured, documented diligence process covering key risk areas, and the depth of the review can affect both the scope of coverage and the insurability of specific risks.

Public Takeovers

In public takeover situations, the bidder is often granted access to a more limited, focused review covering material issues such as key contracts, litigation and business-sensitive matters. A bidder may also carry out an outside-in review of publicly available information as a preliminary step.

Exclusivity

Exclusivity is generally more common than standstills in negotiated M&A transactions. In a bilateral process in private M&A, a buyer will typically request exclusivity once substantive negotiations begin, as it is investing time and costs in due diligence and documentation.

Standstills in Public Takeovers

In public takeovers, the target’s board of directors often require a standstill obligation for the bidder, which is typically accepted to better enable a free discussion between the parties. The board of directors of a listed company require that any exclusivity undertaking in respect of a bidder comes with an exemption for better competing offers (higher price).

It is both legally permissible and relatively common in larger public takeover transactions for the bidder and the target enter into a definitive agreement, sometimes referred to as a combination or transaction agreement. These agreements set out the key terms that will apply during the offer period. The use of definitive agreements depends on the circumstances of the transaction, including its complexity and whether the offer is recommended by the target board.

Bilateral Processes

The timeline for acquiring or selling a business varies significantly depending on structure, preparation and market conditions. In a bilateral process, a transaction can often be completed in three to four months from initial discussions to signing, assuming limited complexity and no material regulatory hurdles.

Auction Processes

In contrast, auction processes typically take longer. Vendors will often undertake extensive exit planning, vendor due diligence, and preparation of marketing materials before formally launching the process. From preparation to signing, an auction may span six to nine months or more, particularly where multiple bidding rounds and confirmatory due diligence are involved.

General Trends

In recent years, Danish M&A processes have generally become more time-consuming. Buyers are conducting more detailed due diligence, financing discussions are more rigorous, and purchase price mechanisms are subject to increased scrutiny and negotiation. Expanded regulatory review, primarily in respect of foreign investment screening, may also extend the timeline.

Public Takeovers

For public takeovers, the Danish Takeover Order prescribes that the offer period must be no shorter than four weeks and no longer than ten weeks. Where regulatory approvals, such as merger control clearance, are required, the overall timeline from publication of the offer document to completion may extend to up to nine months.

Public Companies

Pursuant to the Danish Capital Markets Act and Take Over Order a mandatory offer is triggered when an investor (or investors acting in concert) gains a controlling influence in the publicly listed company, which is defined as more than 33% of the voting rights, unless special circumstances dictate that this does not constitute controlling influence – for example if a shareholder with more than 50% is present. When a controlling influence is obtained, the offeror shall make an unconditional offer for all remaining shares in accordance with the best-price rule.

Private Companies

In private M&A, no mandatory offer threshold exists. However, if more than 90% of the shares are held by one shareholder in a limited liability company (“A/S” or “ApS”), any minority shareholder will be entitled to demand a redemption of their shares by the majority shareholder.

Cash Consideration

In Denmark, cash is by far the most common form of consideration in M&A transactions, particularly in private deals. Danish private equity sponsors and strategic buyers typically prefer clean cash exits, and sellers often expect full cash consideration at closing.

Share Consideration

In public takeovers, cash is also prevalent, although share consideration or mixed offers may be used in larger or cross-border transactions.

Rollover Equity

Rollover equity is common in private equity transactions, where management or one or more of the sellers reinvests part of its proceeds into the acquiring structure. This is prevalent in buy-and-build cases, where the sponsor typically requires a reinvestment element as part of the purchase price. This aligns interests post-closing, supports value creation, and reduces the buyer’s upfront cash outlay.

Earn-Out Mechanisms

In deal environments characterised by valuation uncertainty such as growth companies or volatile sectors like tech and defence, earn-out mechanisms are frequently used to bridge value gaps. Earn-outs link part of the purchase price to future financial performance, such as revenue or EBITDA targets, thereby allocating risk between the parties. In the pharma or healthcare sector financial measurements are often replaced by inserting certain milestones linked to development phases or clinical trials.

Mandatory Offer Requirements

In public takeovers, the bidder may offer cash, shares or a combination thereof. However, in a mandatory offer, a cash alternative must be included if the shares offered as consideration are not liquid securities listed on a regulated market, or if the bidder has acquired 5% or more of the target’s shares for cash within the six months preceding the offer.

Mandatory offers must be unconditional, whereas voluntary offers may include conditions, provided those conditions are not within the sole control of the bidder. Typical conditions are minimum acceptance threshold and receipt of required regulatory approvals.

90% Threshold for Squeeze-Out

Most bidders seek an acceptance level of more than 90% of the share capital and voting rights. Reaching this threshold allows the bidder to initiate a compulsory squeeze-out of remaining minority shareholders under Danish company law and to subsequently de-list the company.

Lower Thresholds

That said, some bidders may set a lower minimum acceptance condition, often above 50% of the voting rights, to secure majority control. A simple majority allows the bidder to control general meeting decisions, appoint board members, and exercise decisive influence over the company’s strategy, even if a squeeze-out is not immediately available.  An important structural consideration in this regard is that, if a bidder acquires between one third and 50% of the voting rights through a voluntary offer, a subsequent mandatory offer obligation is triggered. To avoid this, bidders typically set the minimum acceptance condition at above 50%. Under Danish company law, holding two-thirds of the shares and voting rights enables a shareholder to pass most amendments to the articles of association, including adopting capital increases or approving mergers.

Financing conditions are not favoured in private M&A. In competitive or structured auction processes, sellers will typically not accept offers that are conditional upon financing. Bidders are expected to have committed financing in place at signing.

In the context of public takeovers, neither a mandatory nor a voluntary offer can be conditioned on the bidder securing financing.

Deal Protection Mechanisms

Break fees are permissible provided they are proportionate and justifiable in light of the board’s fiduciary duties. Fees that are considered excessive or that effectively deter competing bids may be viewed as inconsistent with the directors’ obligation to act in the company’s interest. Non-solicitation provisions are common in recommended transactions, typically restricting the target from actively soliciting alternative offers, while preserving the board’s ability to respond to unsolicited superior proposals. Matching rights are also frequently included, allowing the original bidder to improve its offer if a competing bid arises.

Interim Periods

Regulatory developments, particularly expanded foreign direct investment screening and continued merger control scrutiny, have in practice generally extended interim periods between signing and closing, making regulatory clearance a more significant timing consideration in transaction planning.

Overview Majority Thresholds and Attached Governance Rights

Without being exhaustive, thresholds of above 50%, two-thirds, above 75% and above 90% of shares and votes are of relevance from a majority perspective under the Danish Companies Act.

Threshold of above 50%

• Effective control is obtained since election to the board of directors and most other decisions on general meetings are decided with simple majority. This includes decisions as to whether to declare dividends. There is in Danish legal theory a discussion regarding a majority shareholder’s ability to “starve out” a minority by not declaring dividends. However, this would require very specific circumstances and would need to take into account the context of the target company. There is consequently no right for a minority to demand a certain level of dividend payments.

Threshold of two-thirds

• Changes to articles, including capital increases, can be resolved. The principles of equal treatment and economic protection of the minority, which are the fundamental principles in Danish company law, always apply.
• Generally speaking, the bidder would be able to adopt a capital increase at market value (directed at said bidder), thereby diluting the minority from an ownership (but not economic) perspective. Further, a capital increase below market value with pre-emption rights for all could be adopted. In a non-listed company, this would likely have the effect that minority shareholders would be diluted both from an ownership and economic perspective as not all of them would have the funds available to participate. However, as a starting point, a capital increase such as this would still be valid, as all shareholders are invited to participate and thereby treated equally.
• If the capital increases described above are carried out in circumstances where it is evident that a majority shareholder is seeking to obtain an advantage – eg, achieving a shareholding in excess of 90% in a situation where the majority shareholder could not reach this by agreement – it may be challenged in courts by the minority as an abuse of the majority shareholder.

Threshold of above 75%

• The majority shareholder can block a scrutiny of the company. However, minority shareholders can still initiate legal proceedings claiming that the majority has taken decisions granting it undue advantages.

Threshold of above 90%

• When one shareholder holds more than 90% of the shares and votes in a Danish company, that majority shareholder is entitled to initiate a compulsory redemption of the minority shares (a “squeeze-out”). Likewise, each minority shareholder has an individual right to demand that the majority shareholder redeems the shares of such minority shareholder.

Shareholders’ Agreements

In private M&A transactions, shareholders commonly enter into shareholders’ agreements to regulate governance matters such as board appointments, reserved matters, information rights, and share transfer restrictions. It should be noted, however, that under Danish law a shareholders’ agreement is generally not binding on the company itself. Any breach must therefore be pursued as a contractual matter between the parties to the agreement, rather than as a corporate law matter vis-à-vis the company.

Under Danish company law, shareholders have the right to attend the general meeting by proxy, and have voting rights exercised on their behalf.

Proxy has gained greater influence at general meetings in Danish publicly listed companies as a result of the Danish Companies Act’s rules on nominees’ right to exercise voting rights, which entered into force in 2022. The proxy must be issued in writing and dated. A proxy may be revoked by the shareholder at any time.

Squeeze-Out Procedure

If the Buyer manages to acquire more than 90% of the shares in the target company, the buyer is able to initiate a compulsory redemption (squeeze-out) of the remaining shareholders.

• Notice of squeeze-out must be distributed to the shareholders of the target company (in the same manner as general meetings are convened) and published through the IT system of the Danish Business Authority. It must include a statement from the board on the terms and conditions, including price, of the squeeze-out, as well as confirmation that the squeeze-out must be accepted or rejected within four weeks, that the shares will be registered in the name of the majority shareholder after this period, and that payment to non-accepting shareholders must be made into a deposit account.
• Minority shareholders disputing the redemption price are entitled to request that an independent surveyor will be appointed by Danish courts to make a final and binding valuation which – if higher – will also apply to non-disputing minority shareholders. For non-accepting shareholders whose share of the redemption price is deposited, this request can be made within three months of said deposit (provided they are simultaneously informed about this). Note that this does not apply if more than 90% of the shares have been obtained in connection with a takeover and the squeeze-out occurs within three months thereof.
• The cost of the surveyor must as a starting point be paid by the minority having requested the valuation. However, if the valuation comes out in favour of the minority, a court may impose such costs partly or fully on the majority shareholder.

Timeline

As follows, a compulsory redemption can (disregarding preparation of materials) be completed within four weeks in respect of becoming a 100% shareholder. If the valuation is disputed, this process will take longer but only be a matter of price – not ownership.

General Practice

In connection with public takeover offers, it is relatively common for bidders to seek irrevocable undertakings from principal shareholders to tender their shares into the offer. These commitments can strengthen the bidder’s position when approaching the target board or when competing with alternative proposals.

Timing of Negotiations

The timing of negotiations over irrevocable commitments varies. In some cases, the bidder will secure commitments from key shareholders before making contact with the target board. In other cases, irrevocable undertakings are obtained following discussions with the board, often with the board’s support.

Carve-Outs for Competing Offers

Irrevocable commitments in the Danish market typically include a carve-out permitting the shareholder to withdraw its commitment if a competing offer is made at a materially higher price. This reflects the expectation that shareholders should retain the ability to accept a genuinely superior alternative, consistent with the board’s fiduciary obligations to act in the interest of all shareholders.

Timing of Announcement

The obligation to make a takeover bid public arises when the bidder has taken a firm decision on such bid, or when the bidder acquires control and thereby becomes obliged to make a mandatory offer. The announcement must be made as soon as possible after the decision is taken or following the acquisition of control. In addition, if credible rumours emerge during the preparation phase, before a firm decision has been made, and confidentiality is no longer possible, the Danish Financial Supervisory Authority may require an earlier announcement to ensure timely and proper disclosure.

Method of Publication

The announcement is made public by way of a formal company announcement (Selskabsmeddelelse) published via Nasdaq Copenhagen’s electronic disclosure system. The announcement is made available on Nasdaq’s official website and is also accessible through the Danish Financial Supervisory Authority’s official channels. In addition, it is typically published on the bidder’s and/or the target’s own website.

General Framework

Where shares are issued as consideration in a business combination, the disclosure framework is dependent on whether the issuance constitutes a public offer or admission to trading.

Inside Information and Prospectus Requirements

For listed Danish issuers, the intended transaction and the related share issuance will typically qualify as inside information and must be disclosed promptly. In addition, the issuance of shares in a business combination may, in itself, trigger a prospectus requirement. As a starting point, a prospectus must be published where the issuance constitutes an offer of securities to the public or an admission of the new shares to trading on a regulated market.

Exemptions

Several exemptions apply to the main rule – eg, no prospectus is required where the offer is directed solely at qualified investors, addressed to fewer than 150 persons per Member State, or where minimum denomination or investment thresholds are met.

The Danish takeover rules focus primarily on transparency regarding the terms of the offer, financing arrangements and the bidder’s intentions. However, the bidder must provide sufficient information about its financial capacity to complete the transaction, including confirmation that the offer is fully financed.

In public M&A, the offer document must include information on the target’s key financials from the most recent published financial statement as well as forecasting for the financial year.

There is no general requirement to disclose transaction documents in full in connection with public M&A transactions.

The bidder must publish the offer document. The target board of directors must, in turn, publish a reasoned statement assessing the offer. However, the full share purchase agreement or merger agreement is not typically made public. While material terms may need to be summarised in the offer document, and inside information must be disclosed under the Market Abuse Regulation, commercially sensitive provisions usually remain confidential unless specific circumstances require broader transparency.

Corporate Benefit

The concept of the “corporate benefit” is a central principle of corporate governance and directors’ duties. Under Danish company law, members of the board of directors and executive management must act in the best interest of the company. This duty is owed to the company as a separate legal entity, not directly to individual shareholders or specific stakeholder groups.

Scope of the Duty

This benefit is not formally defined in statutory law, but has been subject to scrutiny in various cases. It is generally understood as the long-term, sustainable interest of the company as an independent enterprise. In practice, this will often align with the collective interests of shareholders, particularly in value-creating transactions.

Directors must balance considerations such as financial performance, risk profile, creditor protection, employees, and long-term strategy. In situations involving controlling shareholders or conflicts of interest, the board must ensure that decisions reflect the company’s overall interest rather than the preferences of dominant owners.

The Danish Recommendations on Corporate Governance address the use of board committees.

The Recommendations encourage listed companies to establish key standing committees, most notably an audit committee and, where relevant, nomination and remuneration committees. More generally, they recognise that the board may establish ad hoc committees when appropriate to ensure thorough and independent consideration of specific matters. Board committees are typically only prevalent among larger organisations.

In public takeovers, the board of directors rarely establish ad hoc committees.

The business judgment rule is not codified in any Danish legislation; however, the concept of the business judgement rule is generally accepted as a governance principle in Denmark and strongly supported by case law.

The management of a company generally has broad authority to handle and make decisions regarding the company’s operations and strategy. However, this authority is subject to company law and fiduciary duties, meaning the management must act in the best interests of the company and its shareholders and comply with applicable laws and governing documents. A wide margin of error in discretionary business decisions is acknowledged.

Both private and public M&A will almost always involve legal and financial advisors. In public M&A, the board of directors of the target will typically obtain fairness opinions on valuation.

Conflict-of interest-questions in management come up from time to time in case law, with the applicable principles firmly laid out in the Danish Companies Act.

Pursuant to Section 131 of the Danish Companies Act, an executive or management member is disqualified from, for example, dealing with matters concerning agreements between the company and third parties if that member has a material interest in an agreement that goes against the company’s interests.

Hostile takeover bids are legally permitted in Denmark, but they are rare in practice. Instead, bidders prefer to engage in direct negotiations with the board to ensure their support for the bid. One of the reasons for this is the ownership structure of Danish listed companies. A significant number of Danish listed companies are controlled by industrial foundations, which are typically structured to retain long-term control and are not inclined to sell their controlling stakes.

The board of a Danish target company may adopt defensive measures permitted under Danish company law.

In adopting defensive measures, directors must comply with their statutory duties and may be held liable if the measures are intended to secure their own positions instead of protecting the interests of the company and its shareholders.

Available Defensive Measures

Defence measure may include:

• refusing to make due diligence documentation available;
• recommending that shareholders reject an offer;
• seeking a competing bid; or
• pursuing alternative transactions.

Structural measures such as capital increases require proper authorisation from the general meeting and must comply with the equal treatment principle.

Precautionary Structural Measures

As a precautionary matter, companies may include standing authorisations in their articles of association enabling the board to carry out directed share issuances. In larger companies with historical family ownership, dual-class share structures are common to ensure superior voting rights.

Fiduciary Duties

The Danish Companies Act mandates the board of directors and the management of a limited liability company to act in accordance with the principles of duty of care and duty of loyalty and to have due regard for the “corporate benefit”. Directors must act in the best interests of the company as an independent legal entity. The concept of the “company’s interest” is not defined narrowly as short-term profit maximisation; rather, it is generally understood to encompass the company’s long-term value creation, financial sustainability, and continued viability.

Board’s Role in Public-to-Private Transactions

In the context of a public-to-private, the target company’s board plays an important advisory role. Although the bidder is not legally required to seek board approval, it is customary for the board to issue a reasoned opinion on the offer, including an assessment of the offer price and strategic rationale. The board is expected to act independently and in the interest of all shareholders, and it may engage external financial and legal advisers to support its assessment.

Subject to directors acting in the company’s best interests and carrying out their fiduciary duties, they may take action that seeks to prevent a business combination – see 9.3 Common Defensive Measures.

Ultimately, it is the shareholders who accept (or reject) an offer.

Post-Closing Disputes

Litigation in connection with M&A transactions can arise, but is generally limited to specific post-closing disputes rather than challenges to the validity of the transaction itself. Most disputes arise from alleged breaches of representations and warranties in the share purchase agreement, commonly relating to financial reporting, tax exposures, compliance issues, or undisclosed liabilities. With the advent of W&I insurance, claims occur more often but are also more easily resolved.

Earn-Out Disputes

Earn-out arrangements are another frequent source of conflict. Where part of the purchase price depends on future performance, disagreements often concern accounting principles, performance calculations, or whether the buyer has operated the business in accordance with agreed assumptions.

Dispute Resolution

Such disputes are typically resolved through arbitration, reflecting Denmark’s preference for confidentiality and contract-based dispute resolution in M&A matters.

In Denmark, M&A-related litigation is most commonly brought post-closing. Disputes typically arise once the buyer has taken control of the target and conducted a more detailed operational and financial review, often several months after completion. At that stage, claims are frequently based on alleged breaches of representations and warranties, purchase price adjustments, or earn-out calculations.

MAE/MAC clauses are unusual in Danish M&A transactions.

Lessons From the Pandemic

Experience from pandemic-affected transactions has confirmed that there is no broad statutory doctrine allowing a buyer to terminate an acquisition merely because market conditions deteriorate. Termination rights are fundamentally contractual. Danish law does not provide an automatic “MAC doctrine”, and courts and arbitral tribunals apply a high threshold when assessing whether extraordinary circumstances justify non-performance.

Post-COVID Drafting Trends

In practice, this meant that invoking COVID-19 as a material adverse change proved difficult. Broadly worded MAC clauses offer limited protection in prolonged crises that evolve into the “new normal”. The post-COVID trend in Denmark has therefore been toward clearer and more granular drafting, explicit risk allocation, and a strengthened focus on interim covenants and specific closing conditions to manage uncertainty and enhance deal certainty.

In Denmark, shareholder activism has become an increasingly important force. Activists typically focus on capital allocation, board composition, and strategic direction. Although hostile campaigns remain relatively rare, coordinated investor pressure and public engagement are the primary source of activism.

The most active shareholders are typically the larger Danish pension funds and shareholder organisations.

M&A-focused shareholder activism is rare. It most commonly focuses on management composition, remuneration and strategic direction.

While activists rarely interfere with the completion of announced transactions, 2025 saw a somewhat unprecedented shareholder movement in Bavarian Nordic A/S, where retail investors as well as institutional shareholders joined forces to reject an offer from PE funds Permira and Nordic Capital that they considered to be too low.