Yes, the Competition Act (Consolidation Act No 1150 of 3 November 2024) provides the main Danish rules on merger control, which are based on EU competition law. 

The provisions in the Competition Act are implemented by the Executive Order on the Calculation of Turnover in the Competition Act (No. 1286 of 26 November 2019) and the Executive Order on the Notification of Concentrations (No. 690 of 25 May 2020). The relevant legislation is available online at the website of the Danish Competition and Consumer Authority ("DCCA") at www.kfst.dk. Further guidance can also be found in the European Commission’s jurisdictional notice and ancillary restraints notice.

Merger control is enforced by three independent administrative bodies established and regulated under the Competition Act: the Danish Competition and Consumer Authority ("DCCA"), the Competition Council and the Competition Appeals Tribunal.

The Competition Council includes seven members appointed by the Minister for Industry, Business and Financial Affairs: a chairman, a vice-chairman and two additional members with knowledge of competition law or other relevant academic backgrounds, two members with managerial background from the business world, and one member with special knowledge of consumer affairs. The main function of the Council is the administration of the Competition Act and regulations issued thereunder. In particular, the Competition Council is in charge of making decisions on matters of principle or of singular importance.

The DCCA is responsible for the day-to-day administration of the Competition Act. Acting as the secretariat of the Council, it prepares the latter's decisions and issues its own rulings in matters the Council does not deal with. Although the DCCA is organized in different units responsible for different areas of business and industry, there are also transversal units and a management and administration secretariat.

The decisions of the competition authorities are subject to appeal before the Competition Appeals Tribunal. This Tribunal consists of a Supreme Court judge and four other members with expertise in either economics or law. As the Appeals Tribunal is also an administrative body, its decisions are, in turn, subject to appeals by the affected undertakings before the ordinary Danish Courts.

Following the one-stop-shop principle, in cases where the transaction has a ''community dimension'' according to the EU Merger Regulation (Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings), the European Commission has jurisdiction to review the merger instead of the DCCA.

Concentrations below the thresholds provided for in Regulation 139/2004 may exceptionally be referred to the Commission under Article 22 of the EU Merger Regulation. 

On 3 April 2020, the Danish Competition and Consumer Authority ("DCCA") referred a proposed merger between Mastercard and Nets to the European Commission, since the DCCA came to the conclusion that the merger could affect markets in a number of other EU member states. 

This was the first time that the DCCA had requested a referral to the European Commission under Article. 22, whereas the DCCA in several other cases had requested the Commission to refer mergers notified under the EUMR to the DCCA. 

In the following years, the DCCA has been among the competition authorities in EU member states to refer the following mergers to the Commission: Viasat and Inmarsat, Qualcomm and Autotalks, Cochlear and Oticon Medical, Adobe and Figma, and EEX and Nasdaq Power.

Yes. The merger filing requirements are set out under the Competition Act (Consolidation Act No 1150 of 3 November 2024).

The provisions of merger control only apply to transactions falling within the concept of ‘concentrations’. In accordance with the EU Merger Regulation, a concentration will be deemed to arise in any of the following circumstances: 

• two or more previously independent undertakings merge; or
• one or more persons already controlling at least one or more undertakings, acquire, whether by the purchase of securities or assets, by contract or by any other means, de jure or de facto, direct or indirect control of the whole or parts of one or more other undertakings.  

The preparatory works accompanying the Competition Act explicitly refer to the notices of the European Commission on merger control regulation.

The acquisition of minority shareholdings is subject to Danish merger control, as is any other transaction, when the Competition Council considers that control is acquired and the jurisdictional thresholds are met. 

In what particularly concerns the acquisition of control, the Council will analyze whether the strength of voting rights and other factors may lead to the possibility of exercising control. It should be noted that the mere possibility is sufficient; it does not matter if control has actually been exercised. The European Commission’s guidance and decisional practice will be followed in that regard. 

Even where no actual effects in the Danish market can be shown, foreign-to-foreign mergers meeting the turnover thresholds are subject to Danish merger control. However, it should be noted that the thresholds have been defined so as to require an actual turnover in Denmark (generally interpreted as sales to customers located in Denmark or the provision of services in Denmark) of a substantial magnitude.

 The merger control provisions apply to concentrations where either:

• the combined aggregate turnover in Denmark of all the undertakings concerned is more than DKK 900 million and the aggregate turnover in Denmark of each of at least two of the undertakings concerned is more than DKK 100 million; or
• the aggregate turnover in Denmark of at least one of the undertakings concerned is more than DKK 3.8 billion and the aggregate worldwide turnover of at least one of the other undertakings concerned is more than DKK 3.8 billion. 

The DCCA has been granted the option to 'call in' mergers falling below the thresholds in 2024. The option was exercised in several instances in 2025. The option to 'call in' is only possible if the combined turnover for the concentration is at least DKK 50 million in Denmark and if the concentration will lead to a risk of significantly limiting effective competition in a market, i.e., by creating or strengthening a dominant position.

The preparatory works to the Competition Act state that the notion of ‘undertakings concerned’ is to be interpreted and applied in accordance with the practice of the European Commission. Moreover, the Competition Act explicitly provides that where the concentration consists of the acquisition of parts (regardless of whether they are constituted as legal entities, such as assets constituting a separate business) of one or more undertakings, only the turnover relating to the parts that are the subject of the transaction will be taken into account with regard to the seller or sellers.  Furthermore, two or more transactions that take place within a two-year period between the same persons or undertakings will be treated as one and the same concentration arising on the date of the last transaction. 

The Danish Business Authority can, in certain situations, be obligated to refer a merger regarding electric communications networks and services as a subject to merger control under the DCCA. The situations are stated in the Electronic Communication Networks and Services Act ("Consolidation Act No 681 of 16 June 2025").

Filing of any concentration is mandatory, provided that the turnover thresholds are met.

Transactions that are possible for the DCCA to 'call in' can be closed without notification to the DCCA. The DCCA is, however, able to exercise the option to 'call in' the transaction post-closing.

Every concentration meeting the turnover thresholds shall be notified to the DCCA after the conclusion of the agreement, the announcement of the public bid, or the acquisition of a controlling interest. However, in any event, the filing must take place before the implementation of these arrangements.

A concentration that is notifiable to the DCCA shall not be implemented before approval by the DCCA or expiry of the statutory time limits (the so-called "stand-still obligation").

Waiting periods of up to 25 working days are standard; however, these can be extended up to 35 working days if commitments are offered (Phase I) or additionally 90 working days (Phase II) after the expiry of the first waiting period. A Phase II review can be extended by 20 working days in two scenarios (i) if the undertakings propose new or revised commitments late in the process (i.e., later than 20 days before the expiry of the original deadline); (ii) at the request of the parties; or with the parties’ consent.

The time limits can be paused by the DCCA at any time during the formal review periods in Phases I and II if the parties do not provide the requested additional information within the time frame given. The time limits are discontinued until the DCCA has received the requested information.

Once the notification is filed, the DCCA must declare whether the filing is complete within ten working days. In practice, the DCCA may raise several additional questions and sometimes even begin negotiations with the parties on possible commitments at this stage, implying that the official deadlines are not triggered.

There are two exceptions to the stand-still obligation: first, the DCCA can grant a (conditional) derogation upon request; secondly, notified public bids are exempted if the acquirer does not exercise the voting rights attached to the securities in question or does so only on the basis of a derogation granted by the DCCA and to maintain the full value of those investments.

If the DCCA 'calls in' a merger, the merger in question must follow the same full-form notification procedure. Thus, the same time limits will usually apply if the merger has not yet been closed. If the merger has been closed, the DCCA will set a time limit with the potential harmful effects on the relevant market in mind. Following this preliminary time limit, the usual time limits for mergers will apply.

Filing under the Competition Act requires the use of a specific form known as Annex 1. The form requires the provision of information about the parties, the markets, customers, suppliers and competitors, being just slightly less exhaustive than the Form CO in the EU merger control regime.

For straightforward cases that are unlikely to raise competition concerns, there is a simplified ‘short-form’ filing available using a form known as Annex 2. This form is similar in structure to Annex 1 but requires the submission of less information.

Both forms require the lodging of a non-confidential version, which is intended to be used for market testing. Annexes 1 and 2 are accessible from the DCCA’s website.

The filing fee amounts to DKK 50,000 for simplified notifications and 0.015 percent of the parties’ turnover for non-simplified notifications. However, the fee is capped at a maximum of DKK 1.5 million. 

Pre-notification consultations with the DCCA are strongly recommended, as these consultations often have a significant impact on the outcome of the procedure. To initiate this informal procedure, a briefing paper is often delivered to the DCCA.

In respect of the official procedure, the timetable for clearance is the same whether the merger is filed under the simplified procedure or the full-form notification procedure. Once the notification is filed, the DCCA must, within 10 working days, declare whether the filing is complete – thereby confirming that the time began running upon notification – or specify any missing information to be submitted. Unless the notification has been accepted as complete during the pre-merger notification consultation, the parties are often sent such requests, which in practice extend the waiting period.

In respect of simplified notifications, the DCCA can at any point in the process demand a full-form notification instead of a simplified one. 

In Phase I, the DCCA shall issue its decision on the substance within 25 working days from the receipt of a complete notification. The DCCA can extend the Phase I deadline of 25 working days up to 35 working days (extended Phase I) if one or more of the participating undertakings are proposing commitments or behavioral remedies. The Competition Council will decide to either approve the concentration or initiate further proceedings (Phase II).

In Phase II, the Competition Council shall issue a final decision within 90 working days after the expiry of the original 25 working days of Phase I. However, the 90-working-day time limit may be extended by up to 20 days under two circumstances: (i) if the undertakings propose new or revised commitments at a late stage (i.e., less than 20 days remaining of the original deadline), then the deadline can be extended by 20 days for the assessment of the new or revised commitments; or (ii) on request by the parties or with the parties’ consent.

The time limits can be paused by the DCCA at any time during the formal review periods in Phases I and II if the parties do not provide the requested additional information within the time frame given. The time limits are discontinued until the DCCA has received the requested information.

Similar to the EU Merger Regulation, the Danish merger control scheme builds on close contacts as early in the process as possible. Transactions that do not present any substantive issues can often be cleared according to a simplified procedure. Once a complete notification has been received, the DCCA decides within 25 working days whether a concentration may be approved on the basis of a simplified procedure. In practice, approval on the basis of a simplified procedure will be given quickly, depending on the nature of the pre-notification.

The substantive test applied by the Competition Council is whether the concentration significantly impedes effective competition ("SIEC"), in particular as a result of the creation or strengthening of a dominant position. Otherwise, the concentration must be approved.

Regarding full-function joint ventures, when they may also have the object or effect of coordinating the competitive behavior of undertakings that remain independent, such coordination must be assessed following the criteria of the provisions of the Competition Act applying to anticompetitive agreements (similar to article 101(1) of the Treaty on the Functioning of the European Union ("TFEU")).

The transaction may be approved, approved with conditions, or prohibited. Commitments may be offered to eliminate competition concerns. However, the Competition Council may also impose conditions and obligations; therefore, it may not, according to the principle of proportionality, prohibit the transaction if suitable remedies can be designed and are offered. Following acceptance of the remedies by the Competition Council, the parties to the merger might decide whether to proceed with the transaction.

Yes, the undertakings concerned will discuss or negotiate suitable commitments with the competition authorities if they consider that the concentration cannot be approved without conditions. The commitments agreed with the competition authorities will be formulated as conditions in the approval of the concentration. Such conditions can include divestment orders or behavioral remedies. The competition authorities may also issue orders to ensure that the parties honor the conditions. 

The competition authorities can impose fines for failure to notify (before the implementation of the concentration) and for providing incomplete or misleading information in a notification procedure. In the latter case (in practice, both scenarios have led to the issuing of fines), the DCCA can revoke the approval of a merger when based on incorrect information provided by one of the undertakings concerned.

Most recently, a company was sentenced to pay a fine of DKK 10 million for an infringement of the rules on merger control in the Danish Competition Act by not notifying a merger to the DCCA prior to implementation of the merger.

If the merger has already been implemented, the authority may impose that the undertakings or assets brought together are separated or order the cessation of joint control or any other action suitable to restore effective competition in the market concerned.

Fines may be imposed for unlawful implementation of a concentration prior to clearance, for implementation of a prohibited merger, or for providing the DCCA with incomplete or misleading information in a notification procedure. In one case, two fines of DKK 4 million each were accepted out-of-court for failure to notify a notifiable transaction and infringement of the "gun-jumping" prohibition. In another case, a company was fined DKK 6 million for failure to notify a notifiable transaction and infringement of the "gun-jumping"-prohibition. The company accepted the fine. In another case, a fine of DKK 40.000 was issued due to incomplete or misleading information provided by the parties. Most recently, a company was sentenced to pay a fine of DKK 10 million for an infringement of the rules on merger control in the Danish Competition Act by not notifying a merger to the DCCA prior to implementation of the merger. 

The amount of the fine will depend on the size and turnover of the undertakings concerned, the duration of the violation and whether the merger has impeded effective competition in the relevant market. Nevertheless, the DCCA can also apply aggravating and mitigating circumstances, and a cap is applied at 10 percent of the undertaking’s turnover. 

In 2024, the DCCA was granted the option to 'call-in' a transaction falling below the jurisdictional thresholds. In 2025, the DCCA exercised this option in several instances. The option to 'call in' is only possible if the combined turnover for the concentration is at least DKK 50 million and if the concentration will lead to a risk of significantly limiting effective competition in a market, i.e., by creating or strengthening a dominant position.

In 2024, the DCCA was granted the option to 'call-in' a transaction falling below the jurisdictional thresholds. The DCCA has already exercised this option and will control mergers that are not explicitly mandatory to notify. 

If the DCCA exercises the 'call in' option, the merger in question must follow the same full-form notification procedure. Thus, the same time limits will usually apply if the merger has not yet been closed. If the merger has been closed, the DCCA will set a time limit with the potential harmful effects on the relevant market in mind. Following this preliminary time limit, the usual time limits for mergers will apply.

The DCCA's 'call in' option is itself subject to time limits, and thus, the DCCA must 'call in' the merger within the following limits:

• within 15 days after the DCCA has been made aware of the merger;
• within three months after the conclusion of the agreement, the announcement of the public bid, or the acquisition of a controlling interest (the time limit starts when the first of these occurs); or
• within six months after the merger has been closed if special circumstances apply, such as refusal to reply to the DCCA's inquiries.

The DCCA will first have been made aware of the merger after receiving sufficient information to evaluate the merger.

If the competition authorities find that the transaction should have been notified, they would issue a notification 'calling in' the transaction. The parties must then provide a full-form notification, which the DCCA can examine. The DCCA will either (i) approve the concentration without conditions, (ii) approve it with conditions, or (iii) prohibit the concentration. If the concentration becomes the subject of conditions, or if the concentration is prohibited, an unwinding of the concentrated entity can become relevant.

In 2021, the EU’s ECN+ Directive was implemented in the Danish Competition Act. With it came, among other things, a two-tiered investigation and sanction system. This sanction system authorizes the DCCA to press civil charges and impose ‘civil fines’ on undertakings without the involvement of the Danish State Prosecutor for Serious Economic and International Crime. The amendment applies to all types of competition cases, regardless of type, including merger control.

In 2024, the DCCA was granted the option to 'call-in' a transaction falling below the jurisdictional thresholds. The DCCA stated an expectation of an average of 2 'call-in' cases annually and has already 'called' the expected number of cases in 2025.

The DCCA has also applied new theories of harm in its evaluation of concentrations, as seen in the merger between Norlys and EWII. Furthermore, the effects of a local market have been examined, as seen in the merger between Coop and OK, as well as the cases following the acquisition of Aldi A/S' grocery stores. Additionally, the DCCA has been keenly aware of procedural infringements.

On May 4, 2021, the Danish Parliament adopted the bill for the Investment Screening Act. The Act entered into force on July 1, 2021. The bill makes it possible to screen foreign investments and financial agreements and to intervene against and set conditions for such investments if they represent a security risk to Denmark.

The bill introduces a mandatory sectoral authorization regime and a voluntary cross-sectoral notification regime for non-EU/European Free Trade Association investors. The mandatory sectoral authorization regime requires foreign investors intending to acquire a ‘qualifying holding’ in a Danish undertaking that operates in a particularly sensitive sector to apply to the Danish Business Authority for authorization. The regulation is comprehensive and complex.

According to Section 6 of the Act, particularly sensitive sectors, which are all defined in greater detail in an executive order, include businesses:

• in the national defense industry; 
• providing IT security services or processing classified information; 
• manufacturing dual-use items (as defined in Article 1(1) of Council Regulation (EC) 428/2009 (as amended); 
• providing critical technology other than the types mentioned above; and 
• in critical infrastructure industries. 

The Danish Act on War Material (consolidation Act No. 1004 of 22 October 2012) is another legislative act that regulates foreign acquisitions and investments on the basis of national security interests in Denmark. It follows from the Danish Act on War Material that special FDI screening mechanisms apply to undertakings producing materials constructed for military purposes (e.g., firearms, ammunition, gunpowder, and explosives).

The DCCA has additionally been granted a new market investigation tool, which can be utilized in order to examine specific sectors, in which the DCCA considers competition to be potentially hindered. If such a hindrance is in place, the DCCA can issue behavioral orders to actors on the market regardless of whether there has been an infringement of competition law or not.