Capital Markets

Capital markets regulation in Denmark and internationally is complex, and the level of market monitoring by authorities has significantly intensified in recent times. Successful market navigation requires specialist advice on capital markets and corporate law  matters. 
Our team advises a broad range of Danish and international listed companies , including more than half of the OMX C20 listed companies, mid- and small-cap companies as well as a majority of the leading Scandinavian and international banks. We have advised on most of the major Danish capital markets transactions in recent years, and have close relations with the authorities and other key players in the Danish market.

Cooperating closely with specialists from Kromann Reumert's other practice areas – such as Banking and Finance, Company Law, Competition Law, and Tax Law – we ensure that you receive interdisciplinary specialist advice combined with commercial insight.

Our advice includes:

  • Takeover bids
  • Listing rules and company compliance
  • IPOs and stock or bond issues
  • Corporate governance and regulatory matters
  • Buy-back programs and other capital adjustments
  • International capital markets

TAKEOVER BIDS

Whether as a bidder or as the target company, a takeover involves a highly complicated process, often with considerable values at stake and where the commercial goals must interact closely with the legal aspects. In such a situation, it is crucial for you to team up with legal advisers who have not only the legal expertise, but also experience, commercial understanding, and the confidence of the other parties to the transaction.

We have been involved as advisers to buyers or sellers in most takeovers in Denmark for the past decade, and the depth of the legal resources we bring to the table is unrivalled. Our advice is based on an innate understanding of the commercial and human processes that are involved in any takeover.

At the start of each transaction we establish a core group of partners and lawyers who follow you from process start to finish, and bring in other legal specialists if required. At the same time, we work in close cooperation with financial advisers, accountants, communications consultants and others to achieve the best possible results.

Our advice includes:

  • Negotiations in connection with the submission of takeover bids
  • Defence advice to boards of target companies 
  • Drafting of offer documents and interaction with the authorities 
  • Communication with shareholders and the public
  • Due diligence investigations 
  • Preparation of takeover manuals 
  • Delisting of companies 
  • Transaction financing

LISTING RULES AND COMPANY COMPLIANCE

Listed companies are subject to specific rules and obligations that demand strict compliance in order to maintain shareholder confidence and avoid criminal or civil liability, reprimands and other sanctions.

Our group has substantial insight into the Danish and foreign rules governing listed companies.

We advise large and medium-sized Danish and foreign listed companies and often act as a direct partner and sounding board for corporate management and internal legal departments.


Our advice includes:

  • Incentive schemes
  • Reporting and disclosure requirements
  • Internal rules on disclosure requirements and the handling of inside information etc.
  • Investor relations 
  • General meetings and other shareholder matters 

Read more about incentive schemes as part of management or employee remuneration under the practice area Employment and Labour Law.

IPOs AND STOCK OR BOND ISSUES

To meet financing needs, companies can consider using a public listing or stock- or corporate bond issues to raise capital. Such transactions involve time-consuming, complex processes which require thorough consideration of a range of legal aspects.

As a client, you will have access to Denmark's leading capital markets group within public listings and offerings, drawing on strong experience from some of the largest capital transactions in the country in recent years. Our group's technical expertise is consistently acknowledged with top ratings in international legal directories such as Chambers Europe. We have been involved in drafting the Danish rules on corporate bond offerings and have participated in most of the transactions in this area.

With our experience, we can quickly and cost-effectively identify the key issues involved in each listing. This also applies where securities are issued abroad because for us it is just another part of the full-service package that we can deliver to you.

We advise companies, their shareholders, or others on:

  • Underwriting agreements
  • Drafting of prospectuses
  • Conduct verifications processes 
  • Advice on the admission of shares and bonds for listing on Danish and foreign stock exchanges and other regulated markets 
  • Registration of shares with the Danish securities centre VP Securities, the Danish Business Authority, and others 
  • Delisting
  • Contact with the relevant markets and authorities

CORPORATE GOVERNANCE AND REGULATORY MATTERS

Good corporate governance is an area of increasing focus. As investors continue to make their own demands on companies' governance structures, the media persists in spotlighting such issues. For businesses, this means intensified regulation and enforcement.


We have been involved in the most high-profile and landmark corporate governance matters. At the same time, many of our lawyers have practical experience in management and board work, for instance the Chairman of Kromann Reumert's Board of Directors Marianne Philip, who holds multiple directorships in Danish companies and is Deputy Chairman of the Danish Committee on Corporate Governance.


With these competencies, we ensure that you have a trusted advisor to assist you in establishing the best possible framework for good corporate governance for your company. 


Our advice includes:

  • Preparation and implementation of compliance programmes
  • Corporate governance principles
  • Board composition, duties and evaluation
  • General meetings, including consideration of the role of shareholders
  • Articles of association

Read more about compliance in relation to white-collar crime and criminal sanctions under the practice area Corporate Criminal Law.

BUY-BACK PROGRAMS AND OTHER CAPITAL ADJUSTMENTS

It is becoming increasingly common for companies to make capital adjustments, but finding the optimal capital structure is no easy task. It requires careful consideration of the capital markets, corporate, and tax aspects relevant to each individual company.


Our capital markets group has contributed to the development of the Danish capital adjust-ment standards. Our lawyers have unique experience in establishing these processes and adjusting companies’ capital structures to fit within them.


We assemble the strongest team of lawyers based on your company’s needs and cooperate with our tax and company law specialists to deliver expert holistic advice.

Our advice includes:


  • Tax and company law options for capital structure adjustments
  • Share buy-back programmes 
  • Targeted buy-backs 
  • Extraordinary dividend payments 

 Read more about our practice areas Tax Law and Corporate Law.

INTERNATIONAL CAPITAL MARKETS

Financial transactions have evolved to become increasingly sophisticated and sensitive to international market developments. The ever-expanding role played by international markets is underscored by the number of Danish businesses looking to them to meet their financing needs.

We are regularly involved in transactions in foreign capital markets, giving us extensive practical experience of transactions in countries like England, Germany, Norway, Sweden, Australia and the US.

In addition to a high level of specialisation within international capital markets, we have a strong international legal network and act as a liaison between clients and international specialists to ensure that you receive the best possible advice.

Our advice includes:


  • Compliance with US and other foreign rules on share offerings, takeovers etc.
  • Admission for listings on foreign stock exchanges
  • International takeovers
  • Multi-jurisdictional investigations into capital market legal matter