Mergers and Acquisitions

Regardless of the size of the business involved, a successful transaction requires both careful preparation and effective negotiations. 
We have Denmark's largest legal M&A team and have been involved in some of Denmark's largest and most prominent business transactions to date.

Our size enables us to put together specialist teams of experienced lawyers from different legal areas who guide our clients safely through a cost-effective transaction.


We advise corporate clients from all business sectors on:

  • The purchase and sale of businesses in Denmark
  • The purchase and sale of businesses outside Denmark
  • Private equity funds
  • Venture/seed capital
  • Joint ventures
  • Restructurings and succession planning

M&A IN DENMARK

Initiating and effecting a business transaction is an important decision. Yet despite the strategic importance of each deal, there is usually only a limited amount of time available to gain an understanding of the complicated processes.

We have considerable experience in a range of different types of transactions, from those involving the largest companies in Denmark to deals concerning small and medium-sized undertakings. We also have extensive experience in private equity transactions and takeovers. Read more about our assistance with takeovers.

Regardless of the type of business involved, our advice is always based on a legal, practical and commercial approach. Combined with our many years of experience, this approach means that we can assist clients in executing a successful transaction.

We provide advice on the different elements of transactions:

  • Structure of the transaction 
  • Process planning and project management 
  • Initial discussions, non-disclosure and offer documents, and letters of intent
  • Collection of data, establishment and operation of data rooms
  • Legal investigations into the target business (due diligence)
  • Merger control
  • Transaction documents and related documents
  • Setting up of buyer structure
  • Shareholders' agreements 
  • Incentive programmes
  • Financing documents
  • Tax and company law matters
  • Conclusion of the business transaction agreement
  • Completion and closing of the transaction

We can guide you through every step of purchasing or selling a business in Denmark.

Learn more about doing business in Denmark.

Read more about our Project Centre, which is responsible for process planning and project management - including the operation of data rooms.

OUTBOUND M&A

When Danish entities buy or sell businesses abroad, they frequently invest a high level of resources in finding local lawyers and gaining an understanding of the target or acquiring business and its activities.

We have extensive experience in transactions beyond Denmark's borders and are the only Danish member of the international lawyer organisation Lex Mundi - which gives us access to over 20,000 lawyers in 160 of the world's leading law firms.

We are closer to our Danish clients' businesses than foreign-based lawyers. But then there is a need for local resources, we have a strong international network that positions us well to select the best lawyers. We inform them in detail about the transaction, and ensure they maintain an overview of developments until the conclusion of the sale or purchase. This means that we can add value and minimise risk during the process.

Our work includes:

  • Acting as a representative for the business
  • Process planning and project management 
  • Coordinating the information flow to any foreign-based lawyers
  • Collecting and setting up data rooms
  • Coordinating the due diligence process
  • Merger control
  • Ensuring that the relevant authorities and foreign-based lawyers receive the necessary documentation
  • Drafting and negotiating transaction documents and related documents
  • Drafting and negotiating financing documents

PRIVATE EQUITY

We have considerable experience in advising Danish and foreign private equity funds and have assisted in a large number of transactions in recent years.

Our advice includes:

  • Establishing funds 
  • Incentive programmes
  • Tax and company law matters

VENTURE/SEED CAPITAL

Venture and seed capital investments are subject to special conditions and involve substantial risk. However, often investments are too small to justify large advisers' fees.

Our lawyers are used to working with venture and seed capital investments at a highly specialised level.

We understand the market and its conditions and know what these transactions require. With this knowledge we can streamline the task and use the relevant skills to deliver a cost-conscious solution.

Our advice includes:

  • Term sheets
  • Shareholders' and investment agreements
  • Incentive programmes 
  • Management agreements and other contracts of employment
  • Tax and company law matters

JOINT VENTURES

Joint ventures and strategic alliances are being established in increasing numbers, including across borders.

Such cooperation raises challenges for the parties involved in several respects:

  • Planning of the commercial set-up
  • Regulation of the legal conditions, such as corporate form and exit strategy
  • The importance of competition law rules

We have extensive experience in planning and implementing joint ventures and other strategic alliances both in Denmark and abroad.

We possess the knowledge necessary to safeguard our clients' commercial and legal interests and create the best possible cooperative framework. In addition, our long-established cooperation with foreign-based lawyers is instrumental in enabling us to effectively identify all of the relevant legal issues.

RESTRUCTURINGS AND SUCCESSION PLANNING

Restructuring and succession planning processes involve complex legal issues and require considerable planning. It is imperative to start in good time.

We have considerable experience in planning, organising and implementing both restructuring and succession processes. We can assemble a team that combines the right legal skills for each specific case.

Our areas of advice include:

  • Company and tax structures
  • Mergers and demergers, including across borders 
  • Separation agreements
  • Transitional services agreements
  • Shareholders' and transfer agreements
  • Financing matters
  • Rules on succession and gifts

Contacts within Mergers and Acquisitions

Torben Waage

Partner (Copenhagen)
tw@kromannreumert.com