Introduction

The Takeover Directive was implemented in Denmark in two steps. The first step was taken in 2005 when Denmark implemented part of the Takeover Directive by Act no. 604/2005, amending the Danish Public Companies Act (aktieselskabsloven), the Danish Financial Statements Act (årsregnskabsloven) and the Danish Securities Trading Act (værdipapirhandelsloven). In connection thereto, the Danish Financial Supervisory Authority (‘FSA’) issued an amended Executive Order on Takeover Bids (Executive Order no. 618/2005).

Executive Order no. 618/2005, made some amendments to the existing Executive Order on Takeover Bids (Executive Order no. 827/1999), although a number of important proposed amendments – which were included in the FSA's draft consultation paper for the executive order – were left out of the final version.

Instead, the FSA decided in 2005, as its second step, to appoint a working group which – after consultation with non-governmental organisations – was to draw up proposed amendments to the regulation in Executive Order no. 618/2005 for the purpose of implementing the Takeover Directive fully in Danish law. Based on the discussions in the working group, the FSA issued a draft consultation paper for a new Executive Order on Takeover Bids on 16 March 2006. This draft was adopted subject to a few amendments and implemented as Executive Order no. 416/2006, which was deemed finally to implement the Takeover Directive in Danish law.

Brief history

The Danish regulation before the Takeover Directive

The first Danish rule on mandatory bids was introduced in the Code of Ethics of the Copenhagen Stock Exchange of 1 March 1979.