What Is the Danish Merger Control "call‑in" in 2026, Section 12(6), Thresholds, Fees and Phase I Timelines

The Danish merger control call‑in power, introduced by the 2024 amendment to the Danish Competition Act (Section 12(6)), has fundamentally changed the risk calculus for deal teams active in Denmark. Where transactions once fell neatly below the mandatory notification thresholds and closed without regulatory engagement, the Danish Competition and Consumer Authority (DCCA) now holds discretionary authority to require a full merger filing for sub‑threshold deals that raise competition concerns. Early enforcement actions in 2025 confirmed the DCCA’s willingness to use the call‑in tool, and industry observers expect the authority to invoke it with increasing frequency throughout 2026, particularly in sectors characterised by serial acquisitions and private equity roll‑ups.

For in‑house counsel and M&A advisors, understanding when and how the DCCA can intervene is no longer optional; it is an essential element of deal planning.

Quick Decision Checklist, Does the Danish Call‑In Risk Apply to Your Deal?

• Below mandatory thresholds? If your transaction does not meet Denmark’s standard turnover thresholds but involves a target with meaningful Danish turnover or market presence, a call‑in risk exists.
• Market concentration signal? If the combined entity would hold significant market shares in a defined Danish market, or the deal eliminates a close competitor, the DCCA is more likely to act.
• Serial acquisition pattern? PE‑backed roll‑ups and creeping consolidation strategies are firmly on the DCCA’s radar under the Section 12(6) Danish Competition Act framework.

What Is the DCCA Call‑In Under Section 12(6) of the Danish Competition Act?

The Danish merger control call‑in is a discretionary power granted to the DCCA under Section 12(6) of the Danish Competition Act, as amended in 2024. In plain terms, this provision allows the DCCA to order the parties to a concentration to submit a formal merger notification, even when the transaction does not meet the ordinary turnover thresholds that would otherwise trigger a mandatory filing obligation. The mechanism is designed to catch so‑called “killer acquisitions” and other competitively significant deals that would previously have escaped regulatory review entirely.

Under Section 12(6), the DCCA may exercise the call‑in power where it has reasonable grounds to believe that a concentration could significantly impede effective competition in Denmark, particularly by creating or strengthening a dominant position. The provision gives the authority a safety net: if a deal falls below the quantitative thresholds but raises substantive competition concerns, the DCCA can pull it into the standard merger review process. Once a call‑in order is issued, the parties face the same procedural obligations, and the same standstill requirement, as any notifiable merger.

Legislative History and Purpose

Section 12(6) was enacted as part of a broader package of amendments to the Danish Competition Act that entered into force in 2024. The legislative intent, as reflected in the parliamentary preparatory works and confirmed in academic commentary, was to close a recognised enforcement gap. Denmark’s relatively high turnover thresholds meant that acquisitions in concentrated markets, particularly in digital services, pharmaceuticals, and niche industrial sectors, could proceed without any review. The amendment aligns Denmark with a growing international trend, notably mirroring similar call‑in mechanisms adopted or proposed in other Nordic and EU jurisdictions.

Merger Control Threshold Denmark, When Standard Notification Is Required

Before addressing the call‑in, it is essential to understand the merger notification requirements Denmark imposes at the standard level. The Danish Competition Act sets out quantitative turnover thresholds that determine when a concentration must be notified to the DCCA as a mandatory obligation. These thresholds are assessed on the basis of the parties’ aggregate and individual turnover in Denmark.

The DKK 900 million combined threshold and DKK 100 million individual threshold function as bright‑line rules: if a transaction meets both, notification is mandatory regardless of whether any competitive concern exists. Conversely, a transaction that falls below these thresholds is not automatically exempt from review, this is precisely the gap that the DCCA call‑in power was designed to address. Practitioners have noted that the DKK 50 million turnover figure for the target entity has emerged in DCCA guidance and firm commentary as a practical signal that a deal is within the call‑in risk zone.

It is important to distinguish these national thresholds from the EU Merger Regulation thresholds, which may capture the same transaction at the European Commission level. Where a deal has an EU dimension, the one‑stop‑shop principle generally applies and Danish national review is displaced, unless the Commission refers the case back to Denmark under Article 9 of the EU Merger Regulation.

Section 12(6) Criteria, How the DCCA Decides Whether to Call In a Sub‑Threshold Deal

The mere fact that a transaction falls below the mandatory thresholds does not insulate it from the Danish merger control call‑in. The DCCA’s exercise of the Section 12(6) power turns on a substantive assessment, not a mechanical turnover test. The authority evaluates whether the concentration could significantly impede effective competition in Denmark, with particular attention to the creation or strengthening of a dominant position.

Based on the statutory criteria, DCCA guidance, and emerging enforcement practice, the following factors are central to the authority’s assessment:

• Market shares and concentration levels. A high combined market share in a narrowly defined Danish product or geographic market is the most obvious trigger. The DCCA will look at both static shares and the trajectory of market concentration.
• Elimination of a close competitor. Where the target is identified as a particularly close or maverick competitor, even if small in absolute turnover terms, the competitive impact may be disproportionate to the deal’s size.
• Vertical and conglomerate effects. The DCCA may call in a deal where the merged entity would gain the ability or incentive to foreclose rivals through vertical integration or portfolio effects, even if horizontal overlaps are limited.
• Serial acquisitions and creeping consolidation. A pattern of successive small acquisitions by the same buyer or fund in a Danish market is a strong indicator. The DCCA is acutely aware that individual transactions may each fall below thresholds while the cumulative effect is substantial.
• Sector sensitivity. Deals in sectors with recognised competition vulnerabilities, digital platforms, healthcare, critical infrastructure, and certain consumer markets, face heightened scrutiny.
• Target’s competitive significance relative to turnover. A target may generate limited turnover but possess valuable data, intellectual property, or infrastructure that is competitively significant. This is the classic “killer acquisition” scenario the 2024 reform was designed to catch.

Examples From Early DCCA Call‑Ins (2025)

The DCCA’s first applications of the call‑in power in 2025 provided concrete signals to the market. While the authority has not published detailed public reasoning in every case, industry commentary from leading Danish firms confirms several key patterns. Early call‑ins involved transactions where the acquirer was already a significant incumbent in the relevant Danish market and the target, despite modest turnover, held a position as a close competitor or controlled a strategic asset. In at least one case, the deal formed part of a broader roll‑up strategy by a private equity sponsor, reinforcing the DCCA’s stated focus on serial acquisitions.

These early cases demonstrate that the DCCA call‑in power is not merely theoretical, it is an active enforcement tool with real consequences for deal timing and certainty.

Does Your Deal Look Like a Call‑In Risk? A Six‑Point Checklist

• The target has Danish turnover at or above DKK 50 million, but the mandatory combined threshold of DKK 900 million is not met.
• The combined entity would hold market shares of 30% or more in any plausibly defined Danish market.
• The target is a close competitor, maverick, or recent market entrant in a concentrated Danish sector.
• The transaction forms part of a series of acquisitions by the same buyer or fund in the same or adjacent Danish markets.
• The target holds strategic assets, data, IP, infrastructure, whose competitive significance exceeds its turnover.
• The deal operates in a sector where the DCCA has previously signalled heightened enforcement interest.

Foreign‑to‑Foreign Mergers Denmark, When Overseas Deals Face Danish Call‑In Risk

The Danish merger control call‑in is not limited to purely domestic transactions. Foreign‑to‑foreign mergers Denmark may trigger call‑in scrutiny where the target or the combined entity has meaningful operations, customers, or supply‑chain presence in Denmark. The DCCA’s jurisdictional reach under Section 12(6) extends to any concentration that could significantly impede effective competition in a Danish market, regardless of where the parties are incorporated or where the deal is signed.

This is particularly relevant for cross‑border private equity roll‑ups. A Nordic or pan‑European buy‑and‑build strategy may involve successive acquisitions of companies that individually lack substantial Danish turnover but collectively reshape competitive dynamics in a Danish market. Industry observers expect the DCCA to take a portfolio view in such cases, assessing the cumulative effect of multiple add‑ons rather than evaluating each acquisition in isolation.

Deal‑Process Action Items

For foreign acquirers and PE sponsors, the practical implications are significant at every stage of the deal process:

• At LOI / exclusivity stage: Conduct a preliminary Danish market assessment. Identify whether the target or the combined portfolio has sufficient Danish nexus to attract call‑in attention.
• In the SPA: Include a merger control condition precedent that expressly covers the risk of a DCCA call‑in, not just mandatory notifications. Allocate responsibility for responding to any DCCA information request.
• Pre‑closing: Consider whether a voluntary pre‑notification contact with the DCCA is advisable to reduce timing uncertainty. The DCCA has indicated openness to informal engagement.
• Interim measures: If a call‑in is issued after signing but before closing, the standstill obligation takes effect. Ensure the SPA accommodates the resulting delay without triggering long‑stop or material‑adverse‑change provisions.

Fees for Merger Filing Denmark, Simplified vs Full Notification

The fee structure for merger notifications in Denmark distinguishes between simplified and full (standard) notifications. Understanding this distinction is important both for budgeting and for procedural strategy, as the choice of notification track affects the depth of DCCA review and the associated costs.

Parties should note that the DCCA retains the right to reclassify a simplified notification as a full notification if, during review, it identifies issues that warrant deeper analysis. Fee adjustments may apply in such cases. Current fee schedules are published by the DCCA and should be verified directly with the authority at the time of filing, as amounts are subject to periodic revision.

Danish Merger Control Call‑In Timelines, Phase I (25 Business Days) and Procedural Stages

Timing is one of the most critical practical dimensions of the Danish merger control call‑in. Deal teams must understand both the window within which the DCCA can exercise the call‑in power and the procedural timelines that follow once a notification is triggered.

The Call‑In Decision Window

Under the framework established by the 2024 amendments, the DCCA has a defined period, reported in legislative commentary and firm analysis as 15 working days from the point at which the authority becomes aware of the transaction, within which it must decide whether to exercise the call‑in power. If the DCCA does not act within this window, the call‑in option lapses and the deal may proceed without Danish merger review. This deadline is designed to provide transactional certainty, but it also places a premium on the DCCA’s market intelligence and monitoring capabilities.

Phase I: 25 Business Days

Once a notification is filed, whether voluntarily, mandatorily, or as a result of a call‑in, the DCCA enters Phase I, which has a statutory duration of 25 business days. During this period, the authority conducts its initial assessment of the concentration. The clock starts from the date on which the DCCA confirms that a complete notification has been received.

Key timing considerations for deal teams:

• Clock stops. The 25‑business‑day Phase I clock may be stopped if the DCCA issues a formal information request to the parties or to third parties. The clock resumes only when the requested information is received in full, meaning that delays in responding directly extend the overall review period.
• Phase II referral. If the DCCA concludes Phase I with serious doubts about the concentration’s compatibility with effective competition, it may open an in‑depth Phase II investigation. Phase II imposes additional timelines and a more intensive evidence‑gathering process.
• Standstill obligation. From the date a call‑in order is issued, the parties are subject to a standstill obligation. The transaction may not be completed until the DCCA has cleared it or the review period has expired without a prohibition decision.

Step‑by‑Step Timeline Overview

• Step 1: DCCA becomes aware of the transaction (market intelligence, press reports, voluntary notification, or third‑party complaint).
• Step 2: DCCA assesses whether to exercise the call‑in, decision within 15 working days.
• Step 3: Call‑in order issued; parties must file a complete notification.
• Step 4: DCCA confirms completeness of the notification, Phase I clock (25 business days) begins.
• Step 5: Phase I clearance, or referral to Phase II if serious doubts remain.

What to File If the DCCA Calls In Your Deal

Receipt of a call‑in order triggers an obligation to file a merger notification that meets the same standards as a mandatory filing. The following documents and evidence are typically required:

• Completed notification form (standard or simplified, depending on DCCA classification of the deal).
• Market share data for all plausibly affected Danish markets, including the parties’ own estimates and any available third‑party data.
• Customer and competitor lists for each overlap market, to enable DCCA market testing.
• Internal documents relevant to the competitive assessment, board presentations, investment committee memoranda, integration plans, and market analyses prepared in the ordinary course of business.
• Economic evidence supporting the parties’ view that the transaction does not significantly impede effective competition, pricing studies, entry analysis, and evidence of countervailing buyer power where relevant.
• Ownership and control structure documentation, including details of the acquiring fund or corporate group and any portfolio companies active in overlapping markets.

A strategic approach to document production is advisable. Prioritise clarity and completeness to avoid clock‑stopping information requests, but handle commercially sensitive material with care, the DCCA’s confidentiality procedures should be discussed at the pre‑notification stage.

Practical Deal Tips and Mitigation Strategies

Proactive planning significantly reduces the disruption caused by a potential Danish merger control call‑in. The following strategies have emerged as best practice in 2025–2026 deal work:

• Build call‑in risk into the deal timetable. Allow for a buffer of at least six to eight weeks beyond the expected signing‑to‑closing period to accommodate a potential call‑in order and Phase I review.
• Notification covenants in the SPA. Include express provisions requiring cooperation with any DCCA call‑in, allocating responsibility for preparing the filing, and extending the long‑stop date if a call‑in is issued.
• Pre‑emptive DCCA engagement. In borderline cases, consider a voluntary pre‑notification contact with the DCCA. Early engagement can clarify the authority’s position and, in some cases, confirm that a call‑in is unlikely.
• Hold‑separate arrangements. Where closing must be deferred due to a call‑in, ensure that hold‑separate mechanisms are in place to preserve the target’s competitive independence and comply with the standstill obligation.
• Remedy design. If a call‑in leads to a Phase II investigation, early preparation of remedy proposals, structural or behavioural, can accelerate clearance.

Early indications suggest that PE sponsors running Nordic roll‑up strategies are increasingly conducting Danish call‑in risk assessments at the platform investment stage, well before individual add‑on acquisitions reach the LOI phase. This front‑loading of competition analysis is the likely practical effect of the 2024 reforms on buy‑and‑build deal processes.

Conclusion

The Danish merger control call‑in under Section 12(6) has added a new layer of regulatory risk for transactions that previously fell comfortably below Denmark’s notification thresholds. For deal teams, whether advising on domestic acquisitions, foreign‑to‑foreign mergers, or PE roll‑ups, a structured assessment of call‑in risk is now an indispensable part of the merger control workflow. Understanding the thresholds, the DCCA’s assessment criteria, the fee implications of simplified versus full notifications, and the Phase I timeline is essential to maintaining deal certainty and avoiding costly delays. Practitioners active in Denmark and the broader company law space should integrate call‑in risk analysis into every transaction from the earliest stages of deal planning.

Sources

1. Danish Competition and Consumer Authority (DCCA), Mergers
2. Kromann Reumert, Regulatory Guide on Merger Control Denmark
3. Gorrissen Federspiel, First Call‑In Mergers in Denmark
4. Plesner, First Application of Danish Call‑In Merger Control Rules
5. Oxford Academic / JECLAP, The Danish Merger Control Call‑In Power
6. Wolters Kluwer, Significant Amendments to the Danish Competition Act
7. Business in Denmark, Merger Control Overview