How Private Equity Buyers Should Manage Merger Control Denmark Risk in 2026: Call‑in, Notifications and Practical Deal‑structuring Steps

Every private equity deal touching Denmark now carries an additional layer of regulatory exposure. The consolidation of the Danish Competition Act in late 2024 and the Danish Competition and Consumer Authority’s (DCCA) first use of its discretionary call‑in power in 2025 have fundamentally changed the calculus around merger control Denmark compliance. Deal teams can no longer treat Danish notification thresholds as a binary pass/fail gate; instead, below‑threshold transactions may be pulled into review at the regulator’s discretion. This guide provides a practical, transaction‑focussed playbook for private equity buyers, buy‑side counsel and lenders, covering the central question every sponsor must answer early: notify proactively, or structure and contract around the risk while preparing for a potential DCCA call‑in.

Quick Decision Matrix: Notify vs Manage Merger Control Denmark Risk

Before engaging external counsel or modelling regulatory delay into a financing timetable, deal teams should screen every Danish target through the following framework. The matrix is designed to be applied at term‑sheet stage, early enough to influence SPA architecture and financing structure.

How to Use the Matrix in a Deal Timeline

Run this screening at the indicative‑offer or exclusivity stage. If the outcome is “mandatory notification” or “high call‑in risk,” the deal timeline, financing commitment letter and SPA must all accommodate regulatory delay from the outset. Retrofitting merger‑control conditionality after signing is far more expensive and creates execution risk that lenders will price in.

Legal Basis and Thresholds for Danish Merger Control

The Danish Competition Act, Consolidated Act No. 1150 of 3 November 2024

Part 4 of the Danish Competition Act establishes the framework for merger notification in Denmark. The statute was consolidated in late 2024, incorporating amendments that, among other things, introduced the call‑in mechanism that has since reshaped deal planning for private equity sponsors and corporates alike. The DCCA administers and enforces the merger control regime, with the Competition Council acting as the decision‑making body for substantive assessments.

Notification Thresholds: The DKK 900m and DKK 100m Tests

A merger notification Denmark obligation arises when both of the following conditions are met:

• Combined aggregate turnover test. The undertakings concerned have a combined aggregate annual turnover in Denmark exceeding DKK 900 million.
• Individual party turnover test. At least two of the undertakings concerned each have an annual turnover in Denmark exceeding DKK 100 million.

Turnover is calculated on a group‑wide basis, which for private equity buyers means including revenue from all portfolio companies within the same fund structure, a point frequently underestimated during early screening. The DCCA follows principles broadly aligned with the European Commission’s Consolidated Jurisdictional Notice when determining which entities’ turnover to attribute.

Where EU merger thresholds under the EU Merger Regulation (Council Regulation (EC) No 139/2004) are met, the “one‑stop‑shop” principle applies and the transaction is notified exclusively to the European Commission, unless the Commission refers the case back to Denmark under Article 9 EUMR.

The Call‑In Amendment and Its First Applications

The most consequential development for deal teams navigating merger control Denmark in 2025–26 has been the introduction, and first exercise, of the DCCA’s call‑in power. Under the amended Danish Competition Act, the DCCA may order the notification of a completed or anticipated merger that falls below the standard turnover thresholds, provided the transaction is liable to significantly impede effective competition, in particular by creating or strengthening a dominant position. The authority’s discretion here is broad and subject to limited judicial review on substantive grounds.

In 2025, the DCCA exercised this power for the first time, signalling to the market that below‑threshold transactions in concentrated sectors face genuine regulatory exposure. Industry observers expect the authority to apply the tool selectively but firmly, particularly in sectors where national market conditions diverge meaningfully from broader European dynamics, such as grocery retail, domestic logistics and specialised manufacturing.

Scope: What Transactions Trigger Danish Merger Control, PE Traps

Share Purchases, Asset Sales and Carve‑Out Transactions

The Danish merger control regime captures any transaction that results in a lasting change of control over an undertaking or part of an undertaking. For private equity, this definition carries several practical traps:

• Carve‑out transactions. When a sponsor acquires a division or business line from a larger group, the carved‑out entity’s turnover is calculated on a stand‑alone basis, but the DCCA may look through to the broader competitive footprint if the carve‑out is structured to retain commercial links (such as ongoing supply agreements, shared IP licences or transitional service arrangements). A carve‑out that retains significant interconnection with the seller’s remaining business may be assessed as creating a wider competitive overlap than the headline financials suggest.
• Asset sales. Acquisitions of specific assets (customer lists, production facilities, IP portfolios) are captured where those assets constitute an undertaking or part of an undertaking to which a market turnover can clearly be attributed.

Minority Investments, Control by Concert and De Facto Control

A minority stake does not automatically escape scrutiny. Under the Danish Competition Act, control includes the possibility of exercising decisive influence over an undertaking. For PE sponsors, the following structures create risk:

• Veto rights on strategic commercial decisions (budget, business plan, senior appointments), even at a 20–30 % holding, may constitute joint control.
• Shareholder agreements and side letters that grant the acquirer board seats, consent rights over key contracts or effective blocking minorities on strategic matters.
• Concert party situations where the sponsor co‑invests alongside management or other investors and the combined arrangements confer collective decisive influence.

The practical takeaway is that minority investments with governance upside, a hallmark of growth‑equity and co‑investment structures, must be screened through the merger control Denmark lens at structuring stage.

Single‑Asset Purchases vs Platform Deals, Screening Checklist

Deal teams should apply the following rapid screening questions at the indicative‑offer stage:

• Does the target (or any carved‑out part) have turnover in Denmark exceeding DKK 100 million?
• Do any existing portfolio companies within the fund structure operate in the same or adjacent markets in Denmark?
• Will the combined Danish market share in any plausible product or geographic market exceed 30 %?
• Does the acquisition structure (governance rights, SHA terms) confer sole or joint control?

An affirmative answer to any of these questions should trigger a detailed competition assessment before proceeding to binding documentation.

The DCCA Call‑In Power: Mechanics, Cases and Lessons for Private Equity Denmark Deals

Mechanics, Timelines and the Regulator’s Discretion

The call‑in mechanism allows the DCCA to require notification of a transaction that would not otherwise meet the standard turnover thresholds. The authority can exercise this power where it has reasonable grounds to believe that the merger is liable to significantly impede effective competition in Denmark. The power can be exercised in respect of both anticipated and completed transactions, meaning that closing does not insulate a buyer from subsequent regulatory intervention.

Practically, the DCCA will typically become aware of below‑threshold transactions through market intelligence, complaints from competitors or customers, press coverage, or its own monitoring of concentrated sectors. Once called in, the transaction is subject to the standard Phase I and (if necessary) Phase II review timelines, which can add months of uncertainty to a deal that was originally structured without regulatory conditionality.

First Call‑In Cases (2025), Practical Lessons

The DCCA’s first exercises of the call‑in power in 2025 provided important signals for deal teams. While the specific facts of those transactions remain partially confidential, publicly available commentary from leading Danish competition practices identifies several recurring themes:

• Concentrated domestic markets attract attention. The authority focused on sectors where few competitors serve the Danish market and where the transaction would materially alter market structure.
• Speed of intervention varied. In some cases, the DCCA moved within weeks of closing; in others, the authority waited several months, creating an extended period of uncertainty for buyers who assumed the risk had passed.
• Remedies were negotiable. Early indications suggest the DCCA engaged constructively with parties on behavioural and structural merger remedies, rather than seeking outright prohibition in every case.

Transaction Design and Deal‑Structuring Levers for Merger Control Denmark

Pre‑Closing Structural Remedies

Where a deal is likely to attract DCCA scrutiny, sponsors can reduce the competitive overlap, and therefore the regulatory risk, through structural measures embedded in the transaction itself:

• Carve‑out of overlapping business lines. If the target includes a division competing directly with a fund portfolio company, structure the acquisition to exclude that division or divest it simultaneously.
• Hold‑separate arrangements. Where full carve‑out is not commercially feasible, contractually ring‑fence the overlapping operations with independent management, separate reporting lines and firewalled commercial information.
• IP licensing structures. Grant back non‑exclusive IP licences to the seller or to a third party to ensure that the competitive constraint previously exercised by the target’s technology is preserved in the market.

SPA Drafting Levers: Conditional Completion, Long‑Stop and Seller Liabilities

The share purchase agreement is the primary contractual vehicle for allocating merger‑control risk. The following clauses should be considered as standard in any transaction with a Danish nexus that triggers the screening matrix above:

• Merger‑control condition precedent. Make completion conditional on DCCA clearance (or expiry of the call‑in window without action). This protects the buyer from acquiring a target that is subsequently unwound or subjected to onerous remedies.
• Long‑stop date with regulatory extension. Set the long‑stop date to accommodate the full DCCA review timeline (Phase I plus Phase II, up to approximately six months from notification). Include an automatic extension trigger if the DCCA opens a Phase II investigation.
• Reverse termination fee (RTF). Negotiate an RTF payable by the buyer to the seller if the transaction fails to achieve merger‑control clearance by the long‑stop date. This compensates the seller for opportunity cost and provides certainty on both sides.
• Interim operating covenants. Include obligations on the seller to operate the target in the ordinary course between signing and completion, and to refrain from actions that could be characterised as premature integration (gun‑jumping).
• Merger‑control indemnity. Where the buyer agrees to assume call‑in risk and close without a condition precedent, include a specific indemnity from the seller in respect of costs, remedies and losses arising from a post‑closing call‑in, with an appropriate escrow or holdback mechanism.

Financing and Intercreditor Drafting for Private Equity Denmark Acquisitions

Lenders and sponsors must align the financing documentation with the regulatory timeline from the outset. Key drafting considerations include:

• Certain‑funds / commitment period. Ensure that the commitment period in the acquisition financing commitment letter extends beyond the maximum DCCA review period. If a call‑in is considered likely, model an additional six‑month buffer.
• Material adverse change (MAC) carve‑outs. Exclude from the MAC definition any regulatory investigation, call‑in order or DCCA information request arising from the merger control process. Without this carve‑out, lenders may seek to rely on a MAC clause to walk away from a financing commitment if the DCCA intervenes.
• Drawdown conditions. Align drawdown conditions with the SPA’s condition precedent so that financing is not drawn before merger clearance is obtained (or the call‑in window has expired).
• Escrow and indemnity timing. Where post‑closing escrow accounts are used to secure the seller’s indemnity obligations, extend the escrow release date to at least twelve months beyond closing to cover the period during which a post‑closing call‑in remains a realistic possibility.

Mitigating Evidence and Market Analysis: Preparing the File

What to Build in the Data Room

Proactive preparation is the single most effective risk‑mitigation strategy for below‑threshold transactions in concentrated markets. The following materials should be compiled during due diligence and maintained in a dedicated regulatory sub‑room:

• Detailed market‑share estimates for every plausible product and geographic market in Denmark, supported by independent data (industry reports, customer surveys, publicly available statistics).
• Customer concentration analysis showing the target’s top 10 customers, their alternatives and switching costs.
• Geographic overlap maps illustrating the buyer’s and target’s operational footprints within Denmark.
• Efficiency and consumer‑benefit analysis documenting how the transaction will lower costs, improve quality or accelerate innovation.
• Internal strategy documents and board presentations referencing the competitive rationale for the deal, pre‑screened for language that could be mischaracterised as an intention to reduce competition.

How to Present Remedies and Efficiency Arguments to the DCCA

If engagement with the DCCA becomes necessary, present the evidence file with a clear narrative: the transaction either does not give rise to a significant impediment to effective competition, or any such concerns can be addressed through targeted remedies that preserve the deal’s core commercial rationale. Efficiency arguments should be quantified where possible and supported by third‑party expert analysis. The DCCA is receptive to well‑prepared submissions that anticipate the authority’s analytical framework rather than reacting to information requests piecemeal.

If the DCCA Calls In Your Deal: Operational and Tactical Playbook

Immediate Actions on Receiving a Call‑In Order

The first 48 hours after receiving a call‑in notification are critical. Deal teams should execute the following steps without delay:

• Activate the competition counsel team. Danish competition counsel should take the lead on all communications with the DCCA. International counsel should coordinate parallel jurisdictions and lender notifications.
• Issue an internal hold‑separate instruction. If the transaction has already completed, immediately implement operational separation between the buyer’s existing Danish business and the target. Document all steps taken, the DCCA may impose formal interim measures, and demonstrating proactive separation strengthens the buyer’s credibility.
• Initiate document control. Place a litigation hold on all deal‑related documents and communications. Ensure that internal emails, board minutes and integration plans are preserved and reviewed for privilege. Prepare for the possibility of dawn‑raid‑style information requests if competition compliance concerns escalate.
• Notify lenders and co‑investors. Trigger any notification obligations under the facility agreement and shareholder agreement. Update the financial model to reflect potential regulatory delay.

Timelines and How to Request Extensions

Once the notification is filed following a call‑in, the standard DCCA review timetable applies. Phase I takes 25 working days from the date the DCCA confirms the notification is complete, not from the date it is submitted, which in practice means the clock may not start for several weeks if the authority requests supplementary information. If Phase II is initiated, the additional review period can extend up to 90 working days. Extensions may be granted if the parties offer commitments or if the DCCA requires additional market testing. Deal teams should proactively manage the timetable by submitting complete and well‑documented notifications and responding to information requests within days rather than weeks.

Interim Remedies and Negotiating Clearance

Where the DCCA identifies potential competition concerns, it may accept commitments, either structural (divestiture of specific assets or operations) or behavioural (undertakings to maintain supply, pricing access or service levels), in lieu of prohibition. Early engagement on remedy design is critical. Industry observers expect the DCCA to prefer structural remedies in cases involving horizontal overlaps, while behavioural commitments may be accepted for vertical or conglomerate concerns. Sponsors should prepare a remedies package in parallel with the substantive defence and present it proactively during Phase I to maximise the chance of clearance without escalation to Phase II.

Cross‑Border Interactions: EU and Multi‑Jurisdictional Filings

When EU Notification Overrides Danish Filing Requirements

Where a transaction meets the thresholds under the EU Merger Regulation, the one‑stop‑shop principle applies and the European Commission has exclusive jurisdiction. Danish national notification is not required in these circumstances. However, deal teams should remain alert to two scenarios in which Danish merger control Denmark exposure can re‑emerge even in an EU‑level filing: first, the Commission may refer all or part of the case to the DCCA under Article 9 EUMR if the transaction threatens to significantly affect competition in a distinct Danish market; second, the DCCA itself may request a referral.

Timing coordination is essential in multi‑jurisdictional filings, PE sponsors should align the EC and any parallel national filing timetables to avoid scenarios in which Danish clearance becomes the critical path to closing.

Practical Checklists and Downloadable Tools

To support deal teams in applying the framework set out in this guide, the following resources are recommended:

• One‑page decision matrix (PDF). A printable version of the screening table above, adapted for use at investment‑committee level.
• SPA clause bank (three clauses). Template language for (1) the merger‑control condition precedent, (2) long‑stop and automatic extension, and (3) reverse termination fee, each annotated with drafting notes for Danish transactions.
• Financing checklist. A lender‑facing one‑pager summarising the commitment‑period, MAC carve‑out and drawdown alignment points relevant to DCCA‑exposed transactions.
• DCCA document pack checklist. A comprehensive list of the materials to pre‑assemble in the data room for a rapid response to a call‑in order, including market‑share data, customer analysis, efficiency evidence and internal document review protocols.

These materials are available on request and can be tailored to the specifics of any transaction with Danish merger control Denmark implications.

Conclusion: Recommended Next Steps for Private Equity Buyers

Merger control Denmark is no longer a threshold‑driven binary exercise. The DCCA’s call‑in power, exercised for the first time in 2025, means that every PE transaction with a Danish nexus, regardless of size, requires early competition screening, proactive SPA and financing architecture, and contingency planning for regulatory intervention. Deal teams should integrate the screening matrix into their standard investment‑committee process, engage Danish competition counsel at term‑sheet stage, and treat the evidence file as a core due‑diligence workstream rather than an afterthought.

Sources

1. Danish Competition and Consumer Authority (KFST / DCCA), Mergers
2. Kromann Reumert, Regulatory Guide on Merger Control (Denmark)
3. Plesner, First Application of Danish Call‑In Merger Control Rules
4. Gorrissen Federspiel, First Call‑In Mergers in Denmark
5. Oxford Academic / JECLAP, The Danish Merger Control Call‑In Power
6. Business in Denmark (VIRK), Merger Control in Denmark
7. Mergerfilers, Denmark Merger Control Guide
8. European Commission, EU Merger Regulation