Transactions in the Kingdom of Denmark normally represent two-party or auction processes that are split into 2 or more stages for the purpose of narrowing down the number of participants.
Several factors affect the duration of time necessary to complete a deal in the Kingdom of Denmark. Those include the deal’s complexity, regulatory requirements, the number of participants involved & consents.
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The Kingdom of Denmark has no legal mechanisms in place regulating conclusion of M&A deals in Danish jurisdiction, which is why when it comes to concluding an M&A transaction in the Kingdom of Denmark general precepts of Danish legislation apply. In fact, parties willing to sign an M&A deal in Denmark are required to observe no laws whatsoever..
Restrictions on Transactions
As far as the transferring of companies’ shares or assets is concerned, Danish legislation doesn’t prescribe any limitations. The only exception is made for domestic and non-domestic investors seeking to invest in companies operating in regulated industries of the Danish economy. Therefore, to be able to transfer stakes or assets of a company operating in a specific industry, investors must apply for permission with relevant regulators. Some of the major regulated industries include real estate, weapons manufacturing, financial sector & energy generation.
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Obtaining Consent of 3rd Parties
Under Danish law, there are no restrictions on the transfer of stakes in Danish companies. However, restrictions do apply when it comes to specific provisions contained in the statutory documentation, agreements between stakeholders or limitations imposed by 3rd parties (i.e. creditors). Limitations like these are usually contained in a company’s statutory documentation or stakeholders’ register.
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Domestic or non-domestic investors do not have to apply for any permits to purchase shares of Danish companies. The only requirements they must abide by include observing specific registration-related requirements.
Under Danish legislation, the M&A regimen applies when:
- 2 or more independent entities are about to form one big enterprise
- 1 or more individuals controlling 1 or more entities (through signing a contract for acquisition of assets or stakes) obtains control (direct or indirect) over 1 or more entities
- a full-fledged JV is formed
All transactions falling under the M&A regimen must be reported to the local financial regulator called the DCCA.
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