Denmark

DANISH UPDATE: Nasdaq Introduces a Common Nordic Main Market Rulebook for Issuers of Shares

Nasdaq has introduced a “Nordic Main Market Rulebook for Issuers of Shares” (the “Rulebook”), comprising Nasdaq Copenhagen, Nasdaq Helsinki, Nasdaq Iceland and Nasdaq Stockholm (the “Exchanges”). The Rulebook entered into force on 1 May 2020 and is comprised of two parts. The first part is a harmonized set of rules applicable to issuers of shares … Continued

This article was co-authored by Dan Moalem (Partner) and Henning Hedegaard Thomsen (Senior Associate) at Moalem Weitemeyer Bendtsen (Copenhagen)

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DANISH UPDATE – Nasdaq Copenhagen introduces 90% majority requirement for de-listings

On 7 January 2020 Nasdaq Copenhagen announced an update to its issuer rules, introducing a requirement that a request for de-listing by an issuer of shares must be approved by 90% of the votes cast and share capital represented at a general meeting of the issuer in question. The new rules constitute a significant change … Continued

Editors’ Note: This article was co-authored by Dan Moalem (Partner) and Henning Hedegaard Thomsen (Senior Associate) at Moalem Weitemeyer Bendtsen.

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DANISH UPDATE – New Danish Capital Markets Act

1. Highlights:    a) Prospectuses          The Danish Securities Trading Act (Past)          The obligation to prepare and make public a prospectus when offering securities to the public applies if the value of the offering to the public is equal to or above EUR 1,000,000. Only prospectuses prepared for offerings to the public with a value … Continued

Editors’ Note: Mattias Vilhelm Warnøe Nielsen is a Partner at Moalem Weitemeyer Bendtsen Advokatpartnerselskab in Denmark where he is Head of Venture Capital and Startup Companies. Mattias is a highly regarded specialist and advises Danish startup companies on fundraising through private investors and seed investments. Mattias also advises Danish and multinational corporations on mergers and acquisitions. Andreas is a Junior Associate at Moalem Weitemeyer Bendtsen Advokatpartnerselskab where he primarily advises Danish and multinational corporations, both publicly traded and private, on mergers and acquisitions. Andreas also advises both Danish and multinational corporations on litigation, arbitration and bankruptcy proceedings.

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DANISH UPDATE – New Rules On Gender Quotas In Boards Of Directors

Highlights: Due to a just adopted amendment of the Danish Companies Act, the Danish Financial Statements Act and the Danish Act on Gender Equality, the approximately 1,100 largest Danish companies will be obligated to set up targets for the quota of the underrepresented gender in the supreme governing body. The Companies affected are ordered to … Continued

Editor’s Note: Nicolai Hesgaard is a partner of Moalem Weitemeyer Bendtsen Advokatpartnerselskab in Denmark where he is Head of Employment and Data Privacy. Nicolai is a highly regarded specialist and advises Danish and multinational corporations and financial institutions on employment and data privacy law issues. This article was co-authored by Pernille Nørkær, a Senior Associate at Moalem Weitemeyer Bendtsen Advokatpartnerselskab.

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Danish Update – Specifics of the Danish Takeover Regime

Highlights: While the Danish takeover regime is based on the EU Takeover Directive, it includes regulation specific to Denmark which should be considered prior to making investments in Danish companies with shares listed on a regulated market. The Danish rules are specific on main areas such as in terms of what constitutes a controlling influence, … Continued

Editors’ Note: Klaus Søgaard is a partner of Gorrissen Federspiel in Denmark.  Klaus Søgaard advises a broad range of Danish and foreign companies, primarily on transfer of undertakings, structured sales processes, public takeover bids on listed companies, mergers and demergers of listed companies and initial public offerings and rights issues.  This paper was co-authored by Mikael Philip Schmidt who is an associate of Gorrissen Federspiel.

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DANISH UPDATE – Compulsory Redemption of Shares Issued by Danish Distressed Banks

Highlights: Under Danish law, a majority shareholder owning at least 70% of the shares in a distressed bank is entitled to acquire the remaining shares by way of compulsory redemption subject to certain conditions. In a recent case the Danish Supreme Court has decided that treasury shares must be included when calculating the total number … Continued

Editors’ Note: Dan Moalem is a founding partner of Moalem Weitemeyer Bendtsen Advokatpartnerselskab in Denmark.  He is an expert on M&A and capital markets transactions in Denmark, including representation of foreign acquirors and investors entering the Danish market.  This paper was co-authored by Henning H. Thomsen, a Senior Associate at Moalem Weitemeyer Bendtsen Advokatpartnerselskab.

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DANISH UPDATE – Danish Disclosure Obligations Potentially Broader Than Other European Countries in M&A Context

Highlights:  Under Section 27 of the Danish Securities Trading Act, inside information must be disclosed by an issuer at the earlier of (i) the coming into existence of the relevant circumstances or occurrence, albeit not yet formalised, (ii) the disclosure of the inside information to a third party, or (iii) a leakage of the inside … Continued

Editors’ Note: Dan Moalem is a founding partner of Moalem Weitemeyer Bendtsen Advokatpart­ner­sel­skab in Denmark.  He is an expert on M&A and capital markets transactions in Denmark, including representation of foreign acquirors and investors entering the Danish market.  This paper was co-authored by Lennart Meyer Østenfjeld, a Senior Associate at Moalem Weitemeyer Bendtsen Advokatpartnerselskab.

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