M&A Regulation & Disputes 2026 Comparisons

Denmark’s M&A regulatory environment is primarily governed by three parallel approval regimes: (i) merger control under the Danish Competition Act; (ii) foreign investment and national security screening under the Danish Investment Screening Act (including rules for “particularly sensitive sectors and activities”); and (iii) sector-specific approvals, most notably the takeover regime for listed companies and financial services change-of-control approvals.

Compared to 12 months ago, the most notable development in Danish merger control is the Danish Competition and Consumer Authority’s increasing use of its call-in power, introduced in 2024, allowing it to review certain transactions even where the ordinary notification thresholds are not met. Over the past year, there have been several instances of below-threshold transactions being called in for review. As a result, parties are now required to assess Danish merger control risk at a much earlier stage, including for smaller or strategically important acquisitions.

In parallel, the EU policy focus on foreign investment screening and cross-border co-ordination has continued to increase. In Denmark, this has reinforced the need for careful early screening assessments in transactions involving non-Danish ownership structures or sensitive activities.

Three trends have been particularly relevant for deal planning:

• First, Danish merger control is no longer purely a turnover-threshold exercise. Since 1 July 2024, the Danish Competition and Consumer Authority has actively used its call-in power to require notification of certain below-threshold transactions. As a result, transactions that previously could be cleared simply by confirming that the parties fell below the notification thresholds may now require a substantive merger control assessment. In practice, this has created a need for early merger control analysis even for 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.
• Second, investment screening continues to be characterised by very limited guidance on the practical application of the rules. As a result, the regime remains broad in scope and continues to generate a high number of notification requirements, as parties take a cautious approach in the absence of clear precedent or administrative practice. This is particularly the case for transactions involving targets active in so-called “particularly sensitive sectors and activities”, where notification is often required even at relatively low ownership levels.
• Third, for listed targets, the takeover framework remains highly timetable-driven. In practice, the bidder must file (and typically publish following approval) an offer document within four weeks from the announcement, which must be co-ordinated with merger control and/or investment screening where those approvals are relevant.

Foreign investments within critical areas such as infrastructure, technology, defence, energy and logistics are generally subject to filing requirements. Recent practice indicates that the Danish Business Authority is taking a broader view of the relevant activities, increasingly looking further down the supply chain and focusing not only on the target itself, but also on supplier relationships. There is also a clear trend that certain sectors are considered inherently high-interest, with health and life sciences being notable examples.

Merger control scrutiny is more case-specific, but it is most often relevant in concentrated markets, where the target has a strong position in Denmark, or where the transaction involves regulated sectors or digital/technology-adjacent business models. The ability to review certain below-threshold transactions is therefore particularly relevant for acquisitions of smaller but competitively important Danish businesses with meaningful turnover in Denmark.

Related disputes/litigation tend to arise in these same sectors, typically around deal conditions, regulatory long-stop dates and termination rights, particularly where merger control or investment screening risk is material.

The main sources of Danish M&A regulation and disputes in this area include:

• Merger control: The Danish Competition Act (in Danish: “Konkurrenceloven”), relevant executive orders, and the Danish Competition and Consumer Authority’s published guidance and decisional practice.
• FDI/national security screening: The Danish Investment Screening Act (in Danish: “Investeringsscreeningsloven”), the executive order delimiting “particularly sensitive sectors and activities”, and published administrative guidance and practice from the competent authority.
• Public M&A (listed companies): The Capital Markets Act (in Danish: “Kapitalmarkedsloven”) and the takeover executive order (including rules on offer documentation, disclosure, offer process and equal treatment), as supplemented by supervisory practice.
• Financial services change of control: Sectoral legislation (including the Financial Business Act (in Danish: “Lov om finansiel virksomhed”)) and supervisory guidance.
• Litigation framework: The Danish Administration of Justice Act (in Danish: “Retsplejeloven”), and the Danish Arbitration Act (in Danish: “Voldgiftsloven”) where arbitration is agreed.

For merger control, the Danish Competition and Consumer Authority (KFST) 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).

For investment screening, notifications are submitted to and processed by the Danish Business Authority, which is also responsible for taking the final decision under the Investment Screening Act. 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.

Sectoral approvals depend on the regulated area. In practice, the Danish Financial Supervisory Authority (in Danish: “Finanstilsynet”) 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. Other sector regulators may be relevant depending on the target’s activities.

Danish merger control is primarily based on turnover generated in Denmark. Foreign-to-foreign transactions are caught where the parties meet the Danish turnover thresholds (ie, where the transaction has a sufficient Danish turnover connection). In addition, the Danish Competition and Consumer Authority may require notification of certain below-threshold transactions where there is a Danish turnover connection and the statutory criteria for the call-in mechanism are met.

The investment screening regime is designed to address inward investment risks in Denmark and applies to foreign investments in Danish undertakings or Danish business activities within “particularly sensitive sectors and activities”. As a result, the regime can also apply to foreign-to-foreign transactions, where a foreign investor acquires a qualifying holding or control in a foreign target group, provided that the group includes a Danish entity or business activity within critical infrastructure and the applicable filing thresholds are met.

Merger control, investment screening and sector-specific approvals are separate regimes with different triggers, substantive tests and timetables. In practice, they interact mainly through the parties’ deal planning. The parties typically run them as parallel workstreams, align the factual descriptions and transaction rationale across filings, and address them as separate conditions precedent in the transaction documents.

Sequencing is usually driven by the “critical path” created by statutory review periods, information requests and any pauses linked to completeness issues. Where several filings are required, parties will often prioritise early engagement and submission to the relevant authorities most likely to drive the long-stop date.

In public M&A, the takeover timetable and disclosure obligations add a further layer, as offer documentation, announcements and the offer period must be co-ordinated with merger control and/or investment screening clearance (where relevant).

There is generally no single integrated co-ordination framework across the regimes, but authorities may request overlapping information and, where permitted by law, practical co-ordination can occur (including through parties providing consistent information and, in some cases, waivers).

The Competition Act applies to concentrations, including mergers between previously independent undertakings, acquisitions of direct or indirect control (including through share deals, asset deals or contractual arrangements that confer decisive influence), and the creation of full-function joint ventures.

Minority acquisitions are caught where they confer control/decisive influence (eg, through veto rights over strategic decisions). Internal restructurings are relevant if they result in a change of control within the meaning of the Act.

A transaction is notifiable if either of the following “classic” turnover thresholds is met:

• The combined Danish turnover of the undertakings concerned is at least DKK900 million and at least two undertakings each have Danish turnover of at least DKK100 million; or
• One undertaking has Danish turnover of at least DKK3.8 billion and at least one other undertaking has worldwide turnover of at least DKK3.8 billion.

In addition, the Competition Act allows the Danish Competition and Consumer Authority to require notification of certain below-threshold transactions where (i) the combined Danish turnover is at least DKK50 million and (ii) the authority assesses that the transaction may significantly impede effective competition.

Merger notification is mandatory where the turnover thresholds are met. If turnover thresholds are met a statutory standstill obligation prohibits implementation before clearance.

Denmark does not operate a general “voluntary filing” regime for below-threshold transactions.

However, parties should assess exposure to the statutory call-in mechanism and may, in appropriate cases, engage early with the Danish Competition and Consumer Authority to manage timing and risk.

A notifiable merger must be notified and cleared before implementation. The standstill prohibition captures practical implementation steps that transfer control or integrate business operations, subject to limited statutory exceptions (including specific mechanics for public takeover bids and the possibility of dispensation).

In practice, parties may notify once a sufficiently concrete agreement or binding offer exists and treat clearance as a true closing condition, including by managing information exchange and integration planning to avoid “gun-jumping” concerns.

Denmark operates a simplified notification route for transactions where the parties’ combined market share does not exceed 15% in horizontally affected markets and/or 25% in vertically related markets. The simplified route reduces the information burden and can materially improve timetable predictability.

Whether simplified filing is available is typically assessed at an early stage, often informed by pre-notification engagement and the Danish Competition and Consumer Authority’s published guidance.

Danish merger control is structured as a two-phase review.

• Phase I: The review period is 25 working days from the Danish Competition and Consumer Authority’s confirmation of a complete notification. If commitments are offered in Phase I, the deadline is extended to 35 working days.
• Phase II: If the Competition Council opens Phase II, the authority must generally adopt a decision within 90 working days from the Phase II opening decision. The deadline can be extended in certain situations, including where commitments are offered in Phase II.

In practice, timelines depend heavily on pre-notification discussions and on when the authority confirms that the notification is complete, which does not occur upon submission but only once the authority considers that all required information has been provided – a process that often takes time. In practice, the authority often raises questions and concerns before declaring the filing as complete, which may extend the period from submission and until confirmation of completeness.

A merger filing must include the information required for the Danish Competition and Consumer Authority to assess jurisdiction, relevant markets and competitive effects. This typically includes the parties’ group structure and ownership, turnover calculations, a description of the transaction and supporting transaction documents, and market information (including information about competitors, customers and estimated market shares).

Pre-notification engagements are possible and most often used to discuss jurisdictional issues, the likely information requirements and market definition, the scope of data and internal documents expected, and the process/timetable, with the aim of reducing the risk that the authority will treat the filing as incomplete (which would delay the start of the statutory review deadlines).

Denmark applies a “significant impediment to effective competition” (SIEC) test, which includes (but is not limited to) mergers that create or strengthen a dominant position. Transactions that do not give rise to SIEC must be approved.

In practice, the assessment focuses on whether the merger is likely to reduce competitive constraints (eg, through increased market power, reduced choice, higher prices or reduced innovation), including through unilateral effects and, where relevant, co-ordinated effects in concentrated markets.

Where concerns arise, clearance may be granted subject to binding commitments that remove the impediment. Prohibitions are possible, but remain uncommon.

The Danish Competition and Consumer Authority assesses the full range of theories of harm under the SIEC test. The most common are horizontal unilateral effects, co-ordinated effects in concentrated markets, and vertical effects (including input or customer foreclosure). Conglomerate/portfolio effects may also be considered where relevant.

In practice, the assessment often turns on market definition, closeness of competition, barriers to entry or expansion, and buyer power. In digital or technology-adjacent deals, issues such as multi-sided market dynamics, access to data or key technology, and potential competition can be particularly important.

Efficiencies and failing-firm arguments can be raised, but they are assessed as part of the overall SIEC analysis and must be well supported by evidence.

In practice, the Danish Competition and Consumer Authority will expect claimed efficiencies to be merger-specific, verifiable, and likely to be passed on to customers (eg, through lower prices, better quality or innovation).

Failing-firm submissions must demonstrate a credible counterfactual, including that the target would exit in the absence of the merger and that there are no less anti-competitive alternative purchasers or solutions.

Remedies may be structural, behavioural or hybrid, depending on the competition concerns identified. In practice, structural remedies (eg, divestments) are generally preferred where they can address horizontal overlaps, while behavioural remedies may be used in particular for vertical or access-related issues.

Commitments are negotiated with the Danish Competition and Consumer Authority and are often market-tested with third parties. Once accepted, they become legally binding as a condition of clearance.

Implementation and monitoring are typically managed through detailed commitment terms, often including reporting obligations and, where relevant, the appointment of a monitoring trustee (particularly for divestment remedies). The Competition Act also allows the authority to reopen or revoke a clearance if it was based on incorrect or misleading information or if commitments are breached, which makes remedy design and implementation planning critical.

Third parties do not have party status in Danish merger control proceedings, but they can play an important evidential role. Competitors, customers and suppliers (and occasionally other stakeholders) may influence the Danish Competition and Consumer Authority’s assessment through complaints, submissions and responses to market questionnaires.

In practice, the authority frequently uses market inquiries to test theories of harm, especially in Phase II and when remedies are proposed and market-tested. Third parties’ access to case materials is limited, and disclosure of sensitive information is constrained by confidentiality rules.

In cases handled under the simplified notification procedure, the Danish Competition and Consumer Authority will often publish only a short public summary, while the full notification is not made publicly available. Where decisions are published, business secrets and other confidential information are protected, and any public version is drafted to present the main conclusions without disclosing sensitive data.

The Danish Public Access to Information Act (in Danish: “Offentlighedsloven”) does not apply to Competition Act cases, but the parties have access rights within the statutory procedure.

In practice, parties should identify and substantiate confidentiality claims in the filing and in any supporting documents. They should also expect that the non-confidential decision will still set out the core competitive assessment at a sufficiently detailed level to explain the outcome.

Merger control decisions under the Competition Act (including conditional clearances, prohibitions and fines) can generally be appealed to the Competition Appeals Tribunal (in Danish: “Konkurrenceankenævnet”). Appeal rights are primarily held by the notifying parties, while third-party standing is more limited.

The Competition Appeals Tribunal may review both legal and factual issues, including the Danish Competition and Consumer Authority’s assessment of evidence and economic analysis. In practice, the level of scrutiny may be more intensive for questions of law and procedure, while the authority is typically afforded a degree of discretion in complex economic assessments (subject to review for manifest error and adequacy of reasoning).

Denmark has a formal foreign investment and national security screening regime that applies to foreign investments, including M&A transactions.

The regime is established by the Danish Investment Screening Act and aims to ensure that foreign direct investments and certain security-relevant agreements do not pose a threat to Danish national security or public order. The Danish Business Authority can approve, condition or prohibit a transaction where necessary to address such risks. The Danish Business Authority is bound by the principle of proportionality and will only intervene in investments where such intervention is deemed necessary.

The Danish FDI and national security screening regime applies to all foreign investors, including investors from the EU and EFTA.

It covers a broad range of M&A-relevant transaction types, including acquisitions of 10% or more of the shares or voting rights, subsequent increases in ownership, acquisitions of control or decisive influence, the establishment of joint ventures, and certain long-term supply, service or co-operation agreements.

The regime is focused on investments and agreements involving “particularly sensitive sectors and activities”, including in particular defence and defence-related activities, dual-use goods and technology, IT security and classified information, critical technologies (including certain advanced digital and encryption technologies), and critical infrastructure such as energy and telecommunications. It may also apply where transactions involve security-relevant assets or infrastructure linked to national security or public order.

In “particularly sensitive sectors and activities”, a mandatory prior authorisation requirement is triggered when a foreign investor acquires a qualified holding, defined as 10% or more of the ownership interests or voting rights (or equivalent influence/control by other means). Further filings/authorisation are required when the investor’s holding subsequently increases and crosses 20%, 33%, 50%, 67% and 100%.

Outside those sensitive sectors, the Danish Investment Screening Act provides a voluntary notification option for certain investments and special economic agreements, including where a foreign investor acquires 25% or more of the ownership interests or voting rights.

Furthermore, the Danish Business Authority may, on its own initiative, initiate a review of certain non-notified investments or special financial agreements for up to five years after completion, where such investments or agreements may be considered to pose a threat to national security or public order.

For investments and special economic agreements within “particularly sensitive sectors and activities”, prior authorisation is mandatory and must be obtained before implementation.

Outside the sensitive-sector scope, notification is voluntary, but it can be advisable to seek legal certainty, particularly where the target’s activities may be close to the sensitive-sector definitions or where the investor structure is complex. This should be weighed against the possibility that the Danish Business Authority may, on its own initiative, initiate a review of certain non-notified transactions for up to five years after completion where the transaction may be considered to pose a threat to national security or public order.

The FDI/national security review is two-phased.

Where the application is complete, Phase I must be concluded within 45 calendar days from the Danish Business Authority’s confirmation of completeness. If the authority opens Phase II, the review must generally be concluded within 125 calendar days from the Phase II notice. In Phase II, the timetable may be adjusted where the authority requests additional information and later confirms the submission is complete.

Most reviews are completed during Phase I.

In practice, investment screening typically runs in parallel with merger control and any sector-specific approvals and is reflected as a separate condition precedent. As a result, long-stop dates are commonly set to accommodate the statutory calendar-day timelines, with buffers for information requests and, in sensitive cases, potential escalation to ministerial decision-making.

When assessing an investment under the Investment Screening Act, the Danish Business Authority focuses on whether the transaction may pose a risk to national security or public order. A central element of this assessment is the profile of the foreign investor, including its ownership and control structure, any direct or indirect state influence, the investor’s home jurisdiction and track record, as well as the transparency of the ownership chain. The Danish Business Authority also places significant weight on whether the investment could grant the investor access to sensitive assets, data, technology or know-how, or otherwise enable undue influence over critical infrastructure or strategically important business activities.

Even where the likelihood of such risks materialising may be low, the Danish Business Authority typically considers potential worst-case scenarios. Any intervention is based on an overall, risk-based and proportional assessment, and will only occur where identified risks cannot be adequately mitigated.

The Danish Investment Screening Act allows the Danish Business Authority to grant conditional approvals or to prohibit an investment or agreement.

In practice, risk mitigation is typically addressed through conditions or undertakings tailored to the identified security concern. Common measures include governance restrictions (eg, limitations on board representation or veto rights), restrictions on access to sensitive information, ring-fencing of sensitive operations, local data handling or storage requirements, and carve-outs or exclusions for security-relevant assets or activities.

No public information on individual cases is available and detailed reasoning is generally not published. Based on available information and market practice, prohibitions appear to be exceptional, with most notified transactions being cleared, sometimes subject to conditions where risks can be mitigated.

The regime provides different enforcement tools. Failure to notify where authorisation is required, or breach of conditions imposed in an approval, can result in orders to cease the infringement and may also lead to orders to unwind or terminate the investment or agreement.

The Danish Business Authority has broad powers to request information and may conduct post-closing supervision to verify compliance with conditions. It can also review certain non-notified transactions on its own initiative, including after completion, based on a risk assessment.

The FDI/national security screening process is not transparent as all applications and decisions remain confidential. The Danish Investment Screening Act excludes the Danish Public Access to Information Act from screening cases, and the Danish Business Authority may (in defined circumstances) limit even the parties’ access to information where this is necessary to protect national security or public order.

There is no administrative appeal to another authority. Decisions must instead be challenged before the ordinary courts. Claims seeking review of refusals, prohibitions, orders or conditions may be filed within six months of the decision. Court proceedings are subject to a special confidentiality framework designed to protect security-sensitive information.

The sector-specific approval regimes most commonly affecting Danish M&A are (i) takeover regulation for listed companies and (ii) financial services change-of-control/qualifying holdings approvals. The latter is particularly relevant in banking, insurance and other regulated financial institutions, including where acquisitions trigger qualifying holdings or control thresholds.

Depending on the target’s activities, additional licences or approvals may also be required in regulated areas such as energy and other utilities/critical infrastructure, and certain telecommunications activities.

Another example of a sector-specific approval is set out in Article 3 of the Danish War Materiel Act, which requires companies manufacturing war materiel to obtain separate approval from the Danish Ministry of Justice in the event of a change of ownership resulting in foreign ownership.

Takeover bids are tightly timetabled: the offeror must publish the offer document within four weeks of the trigger event (mandatory offer) or within four weeks of publicly announcing the decision to launch a voluntary offer. The offer period must generally be between four and ten weeks, with extensions available where regulatory approvals are pending (subject to an overall nine‑month cap).

Financial supervisory approvals (eg, qualifying holdings) are handled through a separate process driven by prudential information requirements and a statutory assessment period; in practice, parties treat these approvals as “hard” closing conditions and plan the timetable around the supervisory process. However, some legislation only requires post-closing notification to the relevant authority (eg, under the Danish Insurance Mediation Act) and this would therefore not typically be considered a “hard” closing condition.

Sector-specific approvals depend on the regulatory regime.

Public takeovers (listed companies) are highly timetable-driven. The bidder must publish the offer document within four weeks of the trigger event (mandatory offers) or within four weeks of publicly announcing the decision to launch a voluntary offer. The offer period is generally four to ten weeks, and may be extended where regulatory approvals are pending, subject to an overall nine-month limit.

Financial services change-of-control/qualifying holdings approvals follow a separate supervisory process. The review is driven by prudential and ownership information requirements and is subject to a statutory assessment period. In practice, these approvals are treated as hard closing conditions, and transaction timetables are typically structured around the supervisory review and any follow-up questions.

Because the approval regimes operate independently, co-ordination is mainly timetable-driven and managed through the transaction documents. Parties typically (i) align disclosure sequencing in public deals with regulatory filings, (ii) use separate conditions precedent for each approval, and (iii) allocate the cost and control of regulatory engagement (including remedies/conditions) through the SPA/offer documentation.

Where timetables collide (eg, takeover deadlines versus merger control or investment screening), parties commonly mitigate this through early pre-notification, prioritising the “critical path” authority, and (where legally available) extending the offer period to accommodate pending approvals. In public takeovers, the offer period may be extended to obtain regulatory approvals, but only up to a maximum of nine months from the date the offer is made public.

Common pitfalls include underestimating the “critical path” created by parallel review periods (especially where both merger control and investment screening apply), and treating below-threshold deals as automatically non-notifiable despite the Competition Act’s call-in power.

In public M&A, the four-week offer document deadline and offer-period rules can become the binding constraint, while investment screening is often driven by calendar-day deadlines and the risk of supplementary information requests that can affect the timetable.

Conditions precedent typically cover merger control clearance, investment screening authorisation and, where relevant, financial supervisory and takeover approvals. Long-stop/outside dates are set by reference to statutory review timelines with buffers for completeness issues, information requests and remedy negotiations, and the SPA typically allocates control of the process, efforts standards and the buyer’s obligation to accept commitments/conditions.

The “efforts” standard is deal-specific and reflects sectoral risk. In lower-risk filings, parties often commit to “reasonable best efforts” or “commercially reasonable efforts” to obtain clearance.

Where a buyer assumes greater regulatory risk, agreements may require the buyer to take all necessary steps to obtain clearance, often coupled with detailed provisions on remedies, co-operation and litigation strategy, sometimes subject to agreed limits.

“Hell or high water” clauses are more common in cross-border transactions involving a Danish target or domestic transactions if the target is highly sought after.

Regulatory and litigation risk is typically allocated through a combination of (i) conditions precedent and long-stop/outside dates, (ii) termination rights, (iii) fee mechanisms (eg, reverse break fees and, in some cases, ticking fees), and (iv) detailed “regulatory control” provisions specifying who leads the approval process and whether (and to what extent) the buyer must accept remedies or conditions (eg, divestitures or behavioural commitments).

Where merger control or investment screening approvals may be conditional, parties often include express obligations on (a) remedy design and implementation, (b) post-closing compliance with commitments/conditions, and (c) the allocation of costs and operational burden. In some transactions, this is supplemented by price adjustments or other economic terms reflecting regulatory delay or remedy impact.

Reverse break fees are not common in the Danish market.

Between signing and closing, interim operating covenants are typically designed to keep the target operating in the ordinary course, while protecting the buyer against value leakage and regulatory risk. They often include consent rights for the buyer over specified non-ordinary-course actions (eg, material contracts, disposals, significant capex, changes to key terms, or extraordinary dividends), combined with information and reporting covenants.

Where merger control applies, agreements commonly include specific gun-jumping safeguards. These typically cover limits on competitively sensitive information sharing (often managed through clean teams and protocols), restrictions on joint decision-making that could amount to premature influence over the target, and careful separation of integration planning from any conduct that could be viewed as de facto early implementation or transfer of control.

In multi-jurisdictional transactions, the Danish merger control, investment screening and sectoral approval workstreams are typically aligned with the global regulatory strategy. Filings are co-ordinated to ensure consistent transaction descriptions, theories of harm, and economic narratives, while managing differences in local filing forms, confidentiality rules and information requirements.

Potentially divergent outcomes (eg, remedies in one jurisdiction but not another, or different timing/conditions) are primarily managed in the transaction documentation through (i) conditions precedent and closing mechanics aligned with the “hardest” or most time-critical jurisdiction, (ii) detailed co-operation and control clauses for regulatory engagement (including remedies and appeals), and (iii) long-stop/outside dates structured to accommodate different statutory review periods and any stop-the-clock events.

M&A-related litigation in Denmark is common, but a significant proportion of such disputes are resolved through arbitration or settled before arbitration proceedings commence, particularly in larger or cross-border deals. M&A disputes are rarely heard by the ordinary courts.

Common disputes involve warranty/indemnity claims, price adjustments and earn-outs, closing conditions and broken deals (including regulatory approvals and efforts obligations), shareholder/governance issues (including squeeze-outs) and public M&A disclosure/takeover rule challenges.

In public (listed) transactions, disputes may arise where stakeholders allege non-compliance with the takeover and market disclosure framework (including equal treatment, offer process requirements and timely disclosure of inside information).

In private (non-listed) transactions, process and governance disputes more often relate to corporate approval requirements, conflicts in controlling shareholder or management decisions, and valuation issues (including in squeeze-out or compulsory transfer situations), or are disputes under shareholders’ agreements (eg, voting arrangements, veto rights, deadlock mechanisms and transfer restrictions).

Disputes over material adverse change/effect clauses, termination rights and closing conditions are primarily analysed as matters of contract interpretation, supplemented by general principles of Danish contract law (including good faith/loyalty principles) and, where relevant, mandatory rules under company or capital markets law.

In practice, courts and arbitral tribunals tend to apply a wording-based and evidence-based approach. A party seeking to terminate or rely on a material adverse change/effect clause or an unsatisfied condition must demonstrate a contractual and legal basis for doing so (eg, that the relevant contractual threshold is met), and ambiguous drafting is typically construed narrowly given the seriousness of termination.

Regulatory approvals and adverse decisions are usually managed through (i) contractual allocation of “who must do what” in the filing process, (ii) negotiation of remedies or conditions with the Danish Competition and Consumer Authority, and (iii) termination mechanics if clearance cannot be obtained on acceptable terms within the long-stop period. Disputes relating to these obligations are often resolved commercially, including through termination.

Challenges to adverse decisions follow the relevant regime. Merger decisions are appealed to the Competition Appeals Tribunal, while investment screening decisions are challenged before the ordinary courts.

Denmark does not have a specialist M&A court. M&A disputes are generally heard by arbitral tribunals where arbitration is agreed (which is common in larger transactions). It is relatively uncommon for M&A disputes to be heard by the ordinary courts, unless the dispute relates to a public deal.

Interim relief is available through the Danish Administration of Justice Act, including injunctions and other interim measures. Final remedies typically include damages, declaratory relief and, where appropriate, specific performance or permanent injunctions. These remedies are also available in arbitration, but are used less frequently in practice.

Merger control challenges are relatively infrequent and are typically pursued through the Competition Appeals Tribunal rather than in court. Contested decisions most often involve conditional clearances, prohibitions or fines. FDI/national security decisions may be challenged before ordinary courts, but no public challenges are known given the regime’s confidentiality. Challenges to sectoral approvals are also not routine and typically relate to refusals, conditions or sanctions.

Standing to challenge regulatory decisions depends on the regime. In merger control, appeal rights are primarily held by the notifying parties and third-party standing is generally limited.

In investment screening cases, challenges are to be brought by affected parties (eg, the investor and/or the Danish undertaking) seeking review of prohibitions, orders or conditions.

In sectoral approvals, standing depends on the sector statute and the type of decision, with third-party standing often restricted.

In merger cases, the Competition Appeals Tribunal can review both legal issues and the Danish Competition and Consumer Authority’s factual and economic assessment, including the evaluation of evidence. In practice, the intensity of review tends to be higher for clear legal or procedural errors, while the authority is typically afforded a degree of discretion in complex, predictive economic assessments (subject to review for manifest error and adequacy of reasoning).

In investment screening cases, challenges are to be brought before the ordinary courts and thus are subject to the Danish Administration of Justice Act as well as the Investment Screening Act’s confidentiality regime. Ordinary courts can review legality, procedure and proportionality, but the substantive national security and public order assessment typically falls within a significant margin of administrative discretion.

Interim relief (including injunction-type measures) is available under the Danish Administration of Justice Act, but it is not automatic and depends on the relevant regime and forum. Where available, it is typically granted only where there is urgency, a sufficiently strong arguable case on the merits, and a risk of irreparable harm, assessed against proportionality and the balance of interests. In practice, interim relief is used selectively and is most relevant where a decision would irreversibly affect closing or post-closing control.

Judicial review and private claims typically interact indirectly rather than through a formal combined process.

Regulatory decisions (and, where available, the non-confidential reasoning) may shape the factual background and arguments in subsequent contractual or tort-based disputes relating to the transaction, including disputes over conditions precedent, termination rights or compliance with regulatory undertakings. At the same time, confidentiality rules can limit the extent to which parties can access or rely on material from the administrative file in later civil proceedings.

In addition, competition law issues can, in appropriate cases, give rise to follow-on damages claims. Such claims may be influenced by findings in administrative enforcement decisions and appeal proceedings, although the ordinary court will still assess causation and quantum under the applicable civil law standards.

Follow-on or standalone damages actions specifically linked to merger-related competition conduct (eg, gun jumping, unlawful information exchange or co-ordinated behaviour) are not common in Denmark, and such issues are more typically addressed through the administrative enforcement framework.

Notwithstanding, civil claims can arise where merger-related conduct causes identifiable loss. Depending on the circumstances, claims may be brought on tort-based principles or, more commonly in an M&A context, through the contractual framework (eg, termination rights, indemnities or disputes over compliance with conditions and covenants). Where administrative enforcement or appeal decisions contain relevant findings, these may influence the factual background in any subsequent civil damages claim.

Denmark has a statutory collective actions regime for civil claims (group actions). The default model is opt-in, but an opt-out model is also available in limited situations, subject to court certification and procedural requirements.

The mechanism is not M&A-specific, but it may be used where a transaction or regulatory event gives rise to a large number of similar claims (eg, consumer or investor claims), including in competition-related matters. In practice, however, it is rarely used in M&A-related cases in Denmark.

Limitation questions are frequently decisive. Claims are typically subject to statutory limitation rules (often driven by the claimant’s knowledge of the claim) and, in M&A disputes, are often supplemented or effectively shaped by contractual time bars, notice requirements and dispute resolution clauses. Parties therefore tend to manage limitation risk through clear drafting on claims procedures, survival periods for warranties/indemnities, and documentation requirements.

Danish courts and tribunals generally require a clear causal link between the alleged breach/misconduct and the loss. Disputes often turn on whether the loss is sufficiently connected to the breach (including issues of intervening causes), and whether the loss was foreseeable in the relevant contractual or tort-based context.

Damages are typically assessed on a compensatory basis and often require fact-heavy evidence. In M&A disputes, quantification commonly involves valuation- or accounting-driven analysis (eg, completion accounts, working capital, EBITDA or “difference in value” assessments), frequently supported by expert evidence. Where regulatory conditions or commitments are relevant, documentation of compliance, mitigation steps and the economic impact of conditions can be important in supporting (or resisting) damages claims.

Settlements and negotiated outcomes are common in resolving competition and regulatory disputes connected to M&A, often driven by timetable pressure and the cost of prolonged uncertainty.

In merger control, commitments/remedies are the main “settlement-type” mechanism used to address concerns within the administrative process. Similarly, in investment screening cases, issues are often managed through conditions or undertakings rather than through contested proceedings.

For contractual M&A disputes (including disputes over regulatory efforts obligations, long-stop dates and termination rights), arbitration is widely used where agreed, and many disputes are resolved through negotiations and settlement before formal proceedings. Mediation is available and sometimes used, but it is generally less prominent than negotiation and arbitration in this context.

Two developments are likely to shape Danish deal practice over the next 12 to 24 months.

First, EU-level reform of the FDI screening framework is expected to increase cross-border co-ordination and procedural discipline. This is likely to raise expectations on filing quality, consistency across jurisdictions and timetable management, with spill-over effects on Danish screening practice and on the handling of multi-jurisdictional deals. No material changes to the current Danish regime are expected in this regard.

Second, on the competition side, the continued operationalisation of Denmark’s below-threshold “call-in” tool is expected to increase the importance of early competition risk assessment even of transactions that do not meet the ordinary turnover thresholds, particularly for acquisitions of smaller but competitively important businesses with meaningful Danish turnover. This is likely to increase the use of early screening and pre-notification dialogue.

Deal teams can reduce Danish regulatory and litigation risk through disciplined process and documentation, including:

• Early jurisdiction mapping across merger control, investment screening and sectoral approvals (including below-threshold call-in risk).
• Timetable planning that anchors long-stop/outside dates to statutory review periods and anticipates completeness issues, information requests, and potential suspensions or recalculations.
• Clear contractual allocation of regulatory strategy, including responsibility for filings, control over remedies/conditions, appeal posture and post-closing implementation of commitments/conditions.
• Ensuring precise drafting of the transaction documents, clearly stipulating each party’s obligations and the consequences of non-compliance with such.
• Robust gun-jumping safeguards, including clean team protocols, information-sharing rules and clear separation of decision-making pre-clearance.

For cross-border transactions with a Danish connection, international buyers and investors should prioritise early co-ordination of parallel regulatory reviews, as Danish merger control, FDI/national security screening and sector-specific approvals operate under separate statutes and can each impose pre-closing constraints.

Jurisdictional exposure is driven by local connections rather than corporate domicile. Foreign-to-foreign transactions may be caught by Danish merger control based on Danish turnover (including below-threshold call-in risk), and the investment screening regime is designed to capture inward investment by foreign investors, including through minority stakes and certain contractual arrangements in sensitive sectors.

Transaction structuring should therefore account for sector classification, review timelines and conditionality, and the need to align filing narratives and potential remedies across jurisdictions, particularly in light of increasing EU-level co-ordination on FDI screening.