Denmark

Denmark

Law Over Borders Comparative Guide: Merger Control Law Guide

14 Jul 2026
Merger Control Law Guide Merger Control Law Guide

Chapters in this guide

36

General legislation

The Danish merger control legislation comprises the following:

  • Danish Competition Act (Consolidated Act No. 1150 of 3 November 2024) (the “Competition Act”).
  • Executive Order on the Notification of Mergers (690/2020 of 25 May 2020 as amended).
  • Executive Order on the Calculation of Turnover in the Competition Act (1286/2019 of 26 November 2019).

The Danish Competition and Consumer Authority (DCCA) has also issued various guidelines on Notification of Mergers and on Merger Fees, on the Calculation of Turnover, on transactions not meeting the regular turnover thresholds and on merger control generally.

Denmark is a member of the European Union and the European Economic Area (EEA) and as such the European Union Merger Regulation (EUMR) also applies.

Sector-specific legislation

Danish Act on Electronic Communications Networks and Services (Consolidated Act No. 681/2025).

Greenland and the Faroe Islands

Greenland and the Faroe Islands are not included in the Danish merger control regime and should not be included in the calculation of Danish or EU turnover. Each of Greenland and the Faroe Islands has its own merger control regime.

The Danish merger control regime is mandatory and suspensory; that is, transactions exceeding the filing thresholds must be notified and approved pre-closing.

Additionally, the Danish merger control rules give the DCCA the power to call in transactions below the filing thresholds. If the DCCA’s call-in decision is issued prior to closing of the transaction, filing becomes mandatory and suspensory.

The DCCA carries out the merger review under the Competition Act. Decisions are made by two different bodies. The Danish Competition Council (the “Competition Council”) adopts decisions, based on the preparation and recommendation of the DCCA, in large and complex mergers as well as all mergers involving remedies or prohibition. In all other cases, the DCCA adopts the decision.

The Competition Council and the DCCA are part of the Ministry of Industry, Business and Financial Affairs, but independent of the Ministry in all tasks related to the Competition Act.

  • General merger control regime. Applies to all economic sectors.
  • Sector-specific regime. Applies to transactions involving public electronic communications networks (see Question 3.1, below).
  • Foreign direct investment (FDI). Certain foreign investments are subject to mandatory and suspensory pre-closing filing requirements pursuant to the Danish FDI Act (Consolidated Act No. 1256 of 27 October 2023 on Screening of Certain Foreign Direct Investments in Denmark as amended).

Denmark is a member of the European Union and the EEA. Mergers falling under the jurisdiction of the European Commission are exempted from filing requirements in Denmark pursuant to the “one-stop-shop” principle.

The DCCA is an active member of the European Competition Network and cooperates extensively with other competition authorities in the EEA through this network, particularly the European Commission. The DCCA also cooperates regularly with the competition authorities of the Faroe Islands, Finland, Greenland, Iceland, Norway and Sweden.

As of June 2026, there are no pending or proposed reforms to the Danish merger control regime.

The Danish merger control regime applies to “concentrations”, defined as either full mergers, changes of control or the formation of full-function joint ventures. The rules and concepts are generally interpreted in accordance with the EUMR and the principles set out in the European Commission’s Consolidated Jurisdictional Notice (CJN).

Minority shareholdings are caught only if they give the acquirer sole or joint control over the target; this will be interpreted in the same way as under the EUMR.

No. The decisive element is whether there is a lasting change in the control structure of the undertaking. A purely temporary change of control — such as control acquired by a financial institution on a short-term basis — will not, generally, constitute a notifiable concentration. This requirement mirrors the equivalent concept under the EUMR.

The following types of transaction structures may be deemed to qualify as a concentration under the Competition Act:

  • Full mergers.
  • Acquisition of shares, provided that this results in one or more undertakings acquiring control over the target entity.
  • Acquisition of assets, provided that those assets constitute “a business”. An acquisition of bare assets that carries no business activity, customers, or workforce would not ordinarily constitute a concentration, whereas an asset transfer that brings with it the capacity to operate as a going concern would.
  • Contractually granted rights and operating agreements, for example if the parties agree that one party shall exercise control over the other.
  • Joint-ventures, if it involves the creation of a full-function joint venture.

The acquisition of options, warrants, or other convertible instruments does not, in itself, constitute a concentration at the point of acquisition. However, the subsequent exercise of rights attaching to such instruments may give rise to a concentration where the exercise results in a change of control.

The Danish regime applies to the formation of full-function joint ventures as interpreted under the EUMR.

Similar to what applies under the EUMR, two or more interrelated transactions may, in certain circumstances, be treated as constituting a single concentration when they are unitary in nature.

For the purposes of calculating relevant turnover to ascertain whether the applicable jurisdictional thresholds are met, two or more interrelated transactions that take place within a two-year period shall be treated as one and the same concentration, arising on the date of the last transaction.

General thresholds

A concentration must be notified if either of the two alternative thresholds (Threshold 1 or Threshold 2) are met.

Threshold 1

  • The combined aggregate turnover in Denmark of all the undertakings concerned is at least DKK 900 million.
  • The aggregate turnover in Denmark of each of at least two of the undertakings concerned is at least DKK 100 million.

Threshold 2

  • The aggregate turnover in Denmark of at least one undertaking concerned is at least DKK 3.8 billion.
  • The aggregate worldwide turnover of at least one other undertaking concerned is at least DKK 3.8 billion.

Public electronic communications network threshold

Transactions involving two or more providers of public electronic communications networks must be notified to the Danish Business Authority if the combined turnover of the parties concerned is at least DKK 900 million. This threshold can be met by one party alone.

The Executive Order on the Calculation of Turnover in the Competition Act set outs the principles for calculation of turnover according to the Competition Act. The principles mirror the methodology applied under the EUMR and as set out in the CJN. Special rules apply for financial institutions and insurance companies — these also follow the principles set out in the CJN.

The relevant turnover shall be allocated geographically to Denmark if the products are sold or services are provided to undertakings or consumers in Denmark. This is in practice interpreted in line with the CJN. For financial institutions, income earned by the institution’s branches in Denmark shall be allocated as Danish turnover. For insurance companies, gross premiums written by the institution’s branches in Denmark shall be allocated as Danish turnover.

Not relevant — the Danish thresholds are turnover-based.

Turnover in foreign currency shall be converted into DKK on the basis of Danmarks Nationalbank’s average exchange rate during the most recent financial year.

Not relevant — the Danish thresholds are turnover-based.

No, there is no requirement of local nexus to trigger an obligation to notify. If the thresholds listed in Question 3.1, above, are exceeded, notification will be required. Notably, the alternative threshold can be exceeded even if either the target or the acquirer does not have any Danish turnover.

Yes, the Competition Act exempts:

  • internal reorganisations;
  • temporary acquisitions of shares for resale by credit or financial institutions;
  • acquisitions by liquidators, bankruptcy trustees etc., and
  • certain acquisitions for value-preservation by financial holding companies.

Please note that these exceptions are interpreted and applied very narrowly.

Yes, indirectly. The obligation to notify does not expire for transactions exceeding the thresholds even if the transaction has completed; hence, the DCCA will in practice accept or require notifications also after completion.

Yes, the DCCA has call-in powers for “below threshold” transactions and is active in applying these powers. The DCCA can issue a call-in decision both before and after the transaction has completed.

In principle, the DCCA could also investigate whether a “below threshold” transaction could be contrary to the general antitrust rules, albeit there are no public records of this having occurred yet.

Scope of call-in powers

The DCCA has the power to call in “below threshold” transactions when:

  • the combined annual Danish turnover of the undertakings concerned is at least DKK 50 million; and
  • the DCCA assesses that the transaction presents a risk of a serious impediment of effective competition.

If the DCCA finds that a transaction meets the call-in criteria above, the DCCA may set a deadline for notifying. The deadline will be determined by the specific circumstances in each case. The DCCA has issued guidance on the application of the call-in rules.

Risk areas/sectors

Application of the call-in rules has no sectoral limitations. Key risk sectors include innovative markets, markets subject to the DCCA’s prior interest (e.g. market investigations or behavioural cases), but any transaction giving rise to competition concerns may be investigated.

The DCCA’s application of the call-in rules

The DCCA is proactively monitoring transactions to see if they could be relevant to investigate under the call-in rules and may proactively request the parties to respond to certain questions or even to submit briefing papers explicitly explaining why the transaction will not give rise to competition concerns.

It is also possible to consult with the DCCA on whether a transaction could be subject to a call-in.

When the call-in rules were introduced in July 2024, the preparatory works stated that the DCCA envisioned using the call-in powers to investigate 1–2 transactions per year. As of June 2026, the DCCA has issued call-in decisions twice:

There are three different deadlines to be aware of in respect of the DCCA’s call-in powers as explained further in the following.

Fifteen days from the DCCA having been “sufficiently informed of the transaction”

Once the DCCA has been “sufficiently informed” of a transaction, it has a window of 15 working days within which to decide whether to require notification. There is no prescribed form or format for bringing a transaction to the DCCA’s attention in a manner that triggers the 15-working-day period; this will depend on the specific transaction. The application of the call-in rules so far indicates that the DCCA will be interpreting this deadline with a wide margin of appreciation as to when it has been “sufficiently informed”, but it will require relatively detailed information (details of the undertakings involved, their turnover and business activities, and a brief overview of the competitive situation including market shares, etc.), and mere publicity (such as a press release or media coverage) will not in itself be sufficient.

Three months from signing, publication of a public bid, or acquisition of a controlling interest

As a starting point, the DCCA must exercise any decision to require notification of a below-threshold transaction within three months of the earlier of:

  • conclusion of the relevant agreement;
  • publication of a takeover bid; or
  • acquisition of a controlling interest.

Six months from completion/closing

However, where “special circumstances” exist, the deadline instead extends to six months calculated from the date on which the transaction was completed. This deadline is absolute and cannot be extended beyond the applicable period.

“Special circumstances” capable of engaging the six-month period include, in particular, situations in which the parties have kept the terms of the transaction confidential, and situations in which the DCCA has requested information from one or more of the parties for the purpose of assessing whether a call-in is warranted, but those undertakings have failed to respond within the time specified by the DCCA.

No, the DCCA does not have jurisdiction in such situations. However, if the parties are concerned about a potential call-in, it is possible to consult with the DCCA who may then decide to call in the transaction and require a formal notification.

Notification is mandatory if the relevant jurisdictional thresholds are met. The obligation to notify cannot be waived.

Yes, there is a standstill obligation. A notifiable transaction may not be implemented — whether in whole or in part — before it has been notified to and approved by the DCCA. The standstill obligation corresponds to that under the EU merger control regime.

In principle, the DCCA has the power to — and may in some instances be willing to — discuss a derogation from the suspensory obligation. Such derogations have in specific situations been granted in respect of, for example, entering into supply contracts and starting negotiations with distributors.

However, the DCCA’s guidance does not contemplate general waivers of the standstill obligation or for jurisdictional carve-outs, and it can generally be considered highly unlikely that such a request would be granted (there are no public examples of this).

Responsibility depends on the type of transaction:

  • Full mergers: the merging parties jointly.
  • Acquisitions of control: the acquiring undertaking(s) (including any shareholders retaining joint control).
  • Full-function joint ventures: the parent companies.
  • Public takeover bids: the bidder.

The seller will often be involved in practice, in particular by providing information required for the notification.

Yes, a filing fee applies. Its amount depends on the procedure:

  • Simplified procedure: DKK 50,000.
  • Standard procedure: 0.015% of the parties’ combined Danish turnover, capped at DKK 1.5 million.

The fee must be paid to the DCCA no later than at the time of submitting the final notification. The notification will not be considered complete until proof of payment has been provided.

As a matter of practice, the notifying parties are responsible for payment (typically the acquirer).

The obligation to notify is triggered by one of three events: (i) the conclusion of a merger agreement, (ii) the announcement of a public takeover bid, or (iii) the acquisition of control.

Formal notification cannot be made before signing. However, the parties may engage in pre-notification discussions with the DCCA prior to the obligation to notify arising, including prior to signing (albeit the DCCA’s willingness to engage in some instances may require that the parties have demonstrated a clear intent to proceed with the transaction; for example, by way of signing a term sheet or similar).

There is no fixed deadline for submitting a notification. However, a notifiable transaction must be notified to and approved by the DCCA prior to implementation in order to comply with the standstill obligation (see Question 4.2).

In “call-in” cases, the DCCA may set a specific deadline for notification (see Question 3.9, above).

Yes. Notifications must follow the standard forms issued by the DCCA as annexes to Executive Order No. 1040/2020 (see www.retsinformation.dk/eli/lta/2020/1040, only available in Danish): Annex 1 for full notifications and Annex 2 for simplified notifications.

Both forms require detailed information on the transaction, the parties, and all plausible affected markets. A full notification (Annex 1) additionally requires a description of the counterfactual, substantiated arguments for clearance, and, where available, supporting data on demand- and supply-side substitution (e.g. customer switching). A simplified notification (Annex 2) requires more limited information, including reasons why the transaction should be cleared.

In both cases, the parties must submit key supporting documents, including transaction agreements, corporate structure charts, recent financial statements, proof of payment of the filing fee, and a non-confidential version of the notification. Full notifications must also include relevant internal documents, such as analyses, reports and board materials.

Generally, notifications must be submitted in Danish, although the DCCA often (in practice almost always) will accept notifications in English. The DCCA may request translations of relevant parts (or, in some cases, full translations) of supporting documents not prepared in Danish, but documents in English are typically accepted.

There is no requirement to submit original, notarised or apostilled documents. Nor is a power of attorney required for representatives of the notifying parties.

Yes, a simplified procedure is available in the following situations:

Situation 1

When two or more parties acquire joint control of an existing full-function joint venture or create a new full-function joint venture which has no significant actual or projected activities in Denmark. This will be the case where:

  • the turnover of the target/joint venture, or the turnover generated by any transferred assets, is less than DKK 100 million in Denmark; and
  • the total value of any transferred assets is less than DKK 100 million in Denmark.

Situation 2

When a party acquires sole control of an undertaking over which it already exercises joint control.

Situation 3

When the transaction does not involve any horizontal overlaps or vertical links between the parties’ activities in Denmark.

Situation 4

When:

  • the parties’ combined market share is below 15% in all plausible horizontally overlapping markets; and
  • no party has a market share of 25% or more in a plausible market vertically linked to (i.e. upstream or downstream of) a market in which another party is active.

Please note that even if the transaction falls within one of the situations above, the DCCA may still at its discretion require a full notification.

The simplified procedure has no impact on the statutory deadlines for the review period but requires less information and, in practice, the DCCA usually clears simplified procedure cases relatively quickly (within 1–2 weeks) after public announcement of the transaction on the DCCA’s website.

Pre-notification consultation is strongly encouraged by the DCCA and is effectively expected as standard practice before submitting a formal notification.

Depending on the DCCA’s workload, the DCCA may not be willing to engage in pre-notification discussions until the parties have signed a binding agreement or at least have demonstrated a clear intent to proceed with the transaction; for example, by way of signing a term sheet.

  • Pre-notification phase. There is no set period for pre-notification. The duration can last from a few weeks to several months depending on the specific case (in difficult cases 8–12+ months).
  • Phase 1: Maximum of 35 working days. Deadline is 25 working days from formal filing, extendable by 10 working days if the parties offer remedies. At the end of Phase 1, the Parties will either clear the transaction or refer the case to Phase 2 review. Most transactions are approved in Phase 1.
  • Phase 2: Maximum of 130 additional working days. The review period runs for up to 90 working days from the Phase 1 referral decision, with possibility of extending the deadline: (i) up to 20 additional working days where remedies are submitted; and (ii) a further 20 working days by mutual agreement of the parties and the DCCA.
  • “Stop the clock”. The DCCA may suspend the formal deadlines in certain circumstances if the parties do not supply the required information within the DCCA’s deadlines.
  • Deadline lapsed. If the statutory deadlines lapse, the transaction is automatically cleared.

Official holidays and non-working days are not included as working days in the calculation of deadlines.

The expected timing of a non-problematic simplified filing is 4–8 weeks from submission of a first draft filing with the DCCA. For a non-problematic regular filing, the expected timing is 2.5–4 months.

Under the Competition Act, a public takeover bid may be launched and proceed to completion without awaiting merger clearance, subject to two conditions: (i) the transaction must have been formally notified to the DCCA; and (ii) the acquirer must refrain from exercising the voting rights attaching to the tendered shares until clearance has been obtained, unless the DCCA has specifically granted a derogation permitting the exercise of identified voting rights prior to clearance.

Third parties are consulted at different stages of the investigation, depending on whether the transaction is reviewed under the standard or the simplified procedure.

Complainants will from time to time bring a transaction to the attention of the DCCA. This practice is expected to increase following the recent introduction of the call-in power, that is the possibility for the DCCA to require notification of a transaction that does not meet the turnover thresholds for mandatory merger control (see Question 3.9, above).

Publication on the DCCA’s website

When the DCCA has received a draft merger notification, it will normally publish a news item on its website, regardless of whether the transaction is to be reviewed under the simplified or the standard procedure. The DCCA will invite interested parties to submit comments on the transaction within a short deadline, typically seven working days.

Third party consultation during the simplified procedure

Under the simplified procedure, the DCCA does not consult third parties through a market investigation, as the merger must be approvable based on the information available. Instead, the DCCA places significant reliance on the notifying parties’ information. However, the DCCA may separately inform those third parties identified by the notifying party as its main competitors, customers and suppliers, and may provide them with a non-confidential version of the notification.

Third party consultation during the standard procedure

During the DCCA’s review of a transaction under the standard procedure, other market participants — such as the merging parties’ competitors, customers, and suppliers — are often involved. Third parties are typically involved in the DCCA’s market investigations for the purpose of defining the relevant markets and identifying any potential competition concerns arising from the merger. This can happen through questionnaires or meetings/interviews.

Third party consultation on commitments

The DCCA will normally market test the commitments offered, unless it considers this unnecessary in the circumstances. Market testing may take the form of direct consultation with relevant third parties or publication of a notice on the DCCA’s website inviting third-party comments.

The DCCA has extensive powers to obtain information, including the power to require the disclosure of internal documents. The notification form for the standard procedure expressly requires extensive disclosure of internal documents relating to the transaction and the markets involved.

In more complex cases, the DCCA frequently requires extensive document and data disclosure. The DCCA may require all information deemed necessary for assessing the transaction, including accounts, accounting records, extracts from books, other business documents and electronically stored data.

Information requests are typically informal, unless the DCCA suspects that the notifying parties are withholding information in which case the DCCA may issue a formal request for information.

During the pre-notification phase the DCCA will typically not set deadlines for the notifying parties to respond to requests for information. But it will typically do so once the formal review period has commenced and the statutory deadlines are running. The deadline will typically be set at 2–5 working days, but depending on the specific circumstances, it may be shorter or longer.

Non-compliance with an information request may result in the DCCA exercising its power to stop the statutory clock, thereby extending the overall duration of the review.

Pre-notification stage

The discussions taking place at this stage are confidential. Unless the merging parties specifically grant permission, or the transaction is already public knowledge, the DCCA does not initiate market investigations or similar measures before the transaction is notified. This also includes the publication of any news regarding the notification of the transaction.

Notification and other submissions

The notification form requires that a non-confidential version of the notification is annexed, which the DCCA can share with third parties. In all other submissions to the DCCA by the notifying parties or other relevant parties, the DCCA will ask the submitting party to identify confidential information. The DCCA will ensure that this information is redacted when the submission (or information from the submission) is disclosed to another party or a third party.

Minutes of meetings/interviews

Where the DCCA draws up minutes of meetings or interviews with parties, the DCCA will ask the relevant party to identify any confidential information, which is then redacted if such notes are disclosed to other parties or third parties.

Requests for information

The DCCA will make separate requests for information to the different parties to the notification, in which confidential information about parties other than the recipient has been redacted.

Publications on the DCCA website, including the final decision

The DCCA will only publish non-confidential information on its website, and the relevant parties will be consulted and asked to identify any confidential information to be redacted before publication.

A transaction can be prohibited if it will lead to a significant impediment of effective competition. The DCCA applies the same test and examines the same theories of harm as the European Commission, and there are explicit references in the DCCA’s guidelines to the European Commission’s horizontal and non-horizontal guidelines. Thus, non-competition concerns are not taken into account.

The DCCA will consider any efficiencies advanced by the notifying party. The notification form includes a dedicated section on efficiencies.

The DCCA approaches and examines countervailing efficiencies in the same manner as the European Commission (i.e. efficiencies will be taken into account only if they are of benefit to the consumers, merger specific and verifiable). In practice, DCCA interprets these conditions strictly, following the practice of the European Commission, and it is rare for notifying parties to successfully invoke efficiencies as a defence.

The DCCA will typically share its early thinking informally if requested by the notifying party. In addition, the DCCA will share concerns expressed by third parties, such as customers, competitors and suppliers, during its market investigation. Depending on the format of the market investigation, such information may take the form of redacted and anonymised versions of minutes of meetings between the DCCA and third parties, or aggregated responses to the DCCA’s market investigation questionnaires.

Concerns may also be shared on a more formal basis. At the beginning of a Phase 2 investigation, the DCCA will issue a statement of concerns, setting out the DCCA’s preliminary concerns over approximately 3–5 pages. At the end of the Phase 2 investigation, if the DCCA is contemplating a prohibition, it will issue a detailed statement of objections, setting out the DCCA’s concerns and analysis in full. This document typically runs to 100–200 pages.

The Competition Act does not prescribe any specific process or any specific forms for the proposal of remedies, so the exact process will depend on the specific transaction. However, the DCCA considers it prudent if the parties — ahead of submitting formal and signed remedies — (i) present contemplated remedies to the DCCA in a meeting, and (ii) align the wording and content of remedies with the DCCA.

Remedies can be offered by the parties in both Phase 1 and Phase 2 and will in both instances almost always be market-tested. The timing of the remedies may affect the DCCA’s assessment of whether the remedies meet the criteria described in Question 5.5, below (i.e. remedies in Phase 1 may in practice be more “costly” than in Phase 2).

In order to be accepted, remedies must eliminate the competition concerns entirely, they must be capable of being implemented effectively and within a short period of time, it must be possible to effectively monitor compliance with the remedies, they must be proportionate, and they may not create new competition concerns.

The DCCA may accept both structural and behavioural remedies or a combination of the two. However, in practice the DCCA has a strong preference for structural remedies. The criteria for remedy buyers are comparable to those applied by the European Commission.

No, aside from the situation where a remedy purchaser is not identified as part of a “fix it first” or “upfront buyer” solution, completion cannot occur before remedies have been complied with. The DCCA is in practice monitoring compliance with remedies and enforcing non-compliance.

The DCCA will send a confidential version of a decision electronically to the representative (i.e. legal advisor) of the notifying party/parties and publish the decision and a press release on the same day. The press release may, depending on the case, include high level descriptions of the transaction, any relevant theories of harm, as well as statements from the DCCA and/or the Danish Competition Council. The DCCA will not send a physical copy of decisions. It is customary for the DCCA to share draft decisions with the notifying party/parties ahead of issuing the decisions.

Clearance decisions come into effect immediately upon the parties’ receipt of the decision (or most often in practice when the parties’ representatives receive the decision).

Yes, the clearance decisions will cover ancillary restraints (in practice in the same manner as the European Commission). In practice, as a clear main rule the DCCA and the Danish Competition Council will not address common ancillary restraints, although it has occurred.

Clearance decisions cannot be appealed to the Danish Competition Appeal Tribunal by third parties. It would in principle be possible for a third party to appeal a clearance decision to the general courts if the third party has locus standi; however, it is difficult to envision this being the case, and this situation has so far not arisen in practice.

Parties who are obligated to notify (see Question 4.4, above) are liable to fines in cases of failure to notify and gun-jumping (but not late filings as there are no deadlines for filing, see Question 4.7, above). Fines imposed on undertakings are calculated pursuant to the same principles applied by the European Commission, subject to a maximum of 10% of the undertaking’s worldwide turnover. Senior managers or directors may, in principle, be fined for failure to notify or gun-jumping by a legal entity, although so far, the DCCA has not imposed fines on individuals.

Generally, penalties will be imposed on both domestic and foreign undertakings. In practice, the largest fine handed out for failure to notify to date was DKK 10 million (see the judgment of the Maritime and Commercial Court of 27 June 2025, Konkurrence- og Forbrugerstyrelsen v A.P. Møller Mærsk A/S).

The obligation to notify does not expire even if the transaction has completed without a prior filing; hence, the DCCA will in practice require notifications in case of failure to file and can prohibit the transaction post-closing.

See Question 7.1, above.

Yes, providing inaccurate, misleading or incomplete information can lead to the imposition of fines, and the DCCA will almost certainly pursue fines if they discover that the parties have provided such information. The fine level has in recent decisions been relatively low due to the specific circumstances of the relevant cases.