The International Capital Markets Review: Denmark
i Structure of the law
The law governing the Danish capital markets is largely based on EU law. Accordingly, many Danish regulatory structures will be familiar to capital market practitioners in other EU Member States. The primary legislation of Danish capital markets is as follows:
- the Capital Markets Act,2 which, inter alia, regulates public offerings of securities;
- the Financial Business Act,3 which regulates financial businesses, including portfolio management;
- the Act on Investment Associations, among others,4 which regulates the activities of Danish and foreign undertakings for collective investment in transferable securities (known as UCITS);
- the Act on Managers of Alternative Investment Funds,5 which implements the EU Alternative Investment Fund Managers Directive and regulates the managers of alternative investment funds as well as the marketing of alternative investment funds;
- the Act on Investment Firms and Investment Services and Activities;6
- the EU Market Abuse Regulation7 (MAR); and
- the EU Prospectus Regulation.8
A number of delegated acts (executive orders) issued pursuant to the foregoing Acts are also key. The most important executive orders include:
- the Executive Order on Major Shareholders;9
- the Executive Order on Takeover Bids;10 and
- the Executive Order on Conditions for Admission of Securities to Official Listing.11
ii Stock exchange regulations
In Denmark, securities can be admitted to trading and official listing on two marketplaces: Nasdaq Copenhagen and Nasdaq First North Growth Market (First North). Nasdaq Copenhagen is a regulated market, whereas First North is a multilateral trading facility (MTF) registered as a small and medium-sized enterprise (SME) growth market and thus not subject to EU regulation applicable to regulated markets (e.g., the rules on regulated markets in Markets in Financial Instruments Directive (MiFID II), IFRS and the Transparency Directive).12 Nasdaq Copenhagen A/S is a separate legal entity incorporated under Danish law and a member of NASDAQ OMX Nordic, which in turn is part of NASDAQ OMX Group Inc. Finally, since 2018, Danish start-ups have been accepted to be listed on the Swedish 'Spotlight Stock Market'.
Nasdaq Copenhagen has issued certain sets of rules, including rules for issuers of shares found in the Nordic Main Market Rulebook, governing, inter alia, the requirements for admission to trading and official listing, disclosure requirements for issuers of shares and rules on internal rules and rules for issuers of bonds and other types of securities.
In addition to the rules contained in the Nordic Main Market Rulebook, rules governing admission to trading and official listing and ongoing reporting obligations, among others, are found in the Capital Markets Act, implementing relevant EU regulations, including the Transparency Directive and MiFID II and supplementing other relevant EU regulations, such as MAR.
iii Structure of the courts
The Danish court system is based on a three-tier organisation of the ordinary courts: the district courts; the two high courts (the Eastern High Court and the Western High Court) and the Maritime and Commercial High Court; and the Supreme Court. Generally, any filing for litigation must be brought before the competent district court as the court of first instance with an option to appeal to the relevant high court. However, suits involving matters of principle may be referred to the high court in the first instance and suits regarding commercial matters may be brought directly before the Maritime and Commercial High Court, which has its seat in Copenhagen.
As an alternative to the traditional court system, the Danish Institute of Arbitration operates a permanent arbitration institution that assists in the resolution of different types of disputes in relation to both national and international arbitration. The Danish Institute of Arbitration may appoint arbitral tribunals for all matters of law that are considered arbitrable (i.e., not matters that must be brought before an ordinary court of law). Decisions and awards by an arbitral tribunal seated in Denmark are final and binding and not subject to judicial review, except for the reasons of invalidity as stated in the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention). Denmark is a contracting state to the New York Convention and Danish arbitral awards are generally enforceable in other New York Convention contracting states.
iv Local agencies and the central bank
The Danish Financial Supervisory Authority (FSA) is a governmental agency and part of the Ministry of Industry, Business and Financial Affairs. The FSA's main task is to supervise compliance by financial undertakings and issuers of securities as well as investors on the securities market.
The FSA is, inter alia, responsible for authorisation, supervision, the interpretation of rules applicable to financial undertakings and conducting on-site inspections of financial undertakings. The FSA is also responsible for the supervision of the applicable regulations on insider trading and price manipulation as well as applicable requirements to public offerings of securities (e.g., compliance with prospectus requirements).
In addition to its supervisory activities, the FSA has an important role in developing the applicable Danish financial legislation as it both assists the Ministry of Industry, Business and Financial Affairs with preparing draft bills for introduction to the Danish parliament and has widespread delegated authority to issue executive orders supplementing the relevant financial legislation. Finally, the FSA collects and communicates statistics and key figures for the financial sector.
Furthermore, the FSA is authorised to impose various sanctions on financial undertakings if supervision shows non-compliance with the applicable legislation. Available sanctions include payment of administrative fines, withdrawal of the relevant licence or ordering a financial undertaking to dismiss an executive manager or to order a member of a board of directors to resign. Breaches of financial legislation are also subject to criminal sanctions.
Danmarks Nationalbank is the central bank of Denmark. It is a self-governing, independent institution and thus independent of the parliament and government. The independence of Danmarks Nationalbank is incorporated into the Danmarks Nationalbank Act of 1936, in that the bank's board of governors is solely responsible for determining monetary policy interest rates. Danmarks Nationalbank's three main objectives are to contribute to ensuring stable prices, safe payments and a stable financial system.
v Supervision and sanction
In Denmark, the FSA is generally responsible for the supervision of compliance with the Capital Markets Act. The majority of cases are handled through the FSA and only a small number of cases reach the ordinary courts. Depending on the nature of the violation of the Capital Markets Act, the common reaction from the FSA is to give a reprimand or issue a fine. Decisions made by the FSA can be brought before the Danish Company Appeals Board and decisions from the Danish Company Appeals Board can be appealed to the Danish courts.
In recent years, a number of cases concerning price manipulation have been brought before the Danish courts by the public prosecutor, as well as various cases against former employees of Danish banks that went into bankruptcy during the financial crisis. Moreover, the FSA has increased its focus on potential violations by Danish financial institutions of the Act on Measures to Prevent Money Laundering and Financing of Terrorism.
In addition, Nasdaq Copenhagen supervises and can impose sanctions for violations of the rules issued by Nasdaq Copenhagen and is responsible for activities on its markets being conducted in an adequate and appropriate manner.
The year in review
i Developments affecting debt and equity offerings
Recent years' initial public offering (IPO) activity in the Danish capital markets has been characterised by a relatively small number of transactions compared to the volume in the Nordics in general; however, the IPOs that have taken place have been considerable in terms of market capitalisation compared to those in the Nordics generally.
Share prices have fluctuated significantly during 2020–2021, especially because of the covid-19 pandemic, but the shares traded on Nasdaq Copenhagen are generally traded at high levels. There have been six IPOs on Nasdaq Copenhagen from 2020 to date, comprising Boozt, Huscompagniet, Green Mobility, Trifork, Green Hydrogen Systems and Aquaporin.
A number of other capital market transactions have been completed in Denmark in recent years. In 2020 and 2021, especially, there have been several rights issues and private placements through accelerated bookbuild offerings. Notable examples in 2021 include Tryg A/S's rights issue raising gross proceeds of approximately 37 billion Danish kroner and FLSmidth & Co A/S's directed issue and private placement raising gross proceeds of approximately 1.5 billion Danish kroner.
Furthermore, with the introduction of SME growth markets as an MTF subcategory in MiFID II, 2019 saw Nasdaq First North being registered as a growth market, thus changing its name to Nasdaq First North Growth Market. The registration entails that administrative burdens for SMEs to list are relaxed, while the integrity of the market and investor protection remain the same. Following this change, more SMEs are expected to list. In 2021 to date, there have been 13 new IPOs on Nasdaq First North Growth Market.
Share buyback programmes continue to be a popular initiative for Danish listed companies.
SPAC listings now possible on Nasdaq Copenhagen
Nasdaq Copenhagen reintroduced rules on specific SPAC (Special Purpose Acquisition Company) admission requirements with effect from 12 April 2021. The revised rules are the same rules that came into effect on Nasdaq Stockholm on 1 February 2021 and these have generally been reintroduced in the Nordic markets following strong market interest and the development in the SPAC market in the United States. Under the rules of the amended Nordic Main Market Rulebook for the Issuers of shares, SPACs have been admitted to trading and official listing from 1 February 2021 on Nasdaq Stockholm. From 12 April 2021, this has also been possible on Nasdaq Copenhagen.
Updated recommendations on corporate governance
On 2 December 2020, the Danish Committee on Corporate Governance published new Danish recommendations on Corporate Governance.13 The recommendations apply to fiscal years starting later than 1 January 2021. The recommendations phase out certain recommendations in light of the Shareholders' Rights Directive.14 The new recommendations entail a reduction from 47 to 40 recommendations and, generally, the new recommendations have increased requirements regarding transparency in relation to remuneration and board evaluations. Moreover, the recommendations seek to reflect trends among shareholders, the investors and the society in respect of the company's role, social responsibility and sustainability. As before, companies are still encouraged to use the reporting form in connection with complying with the recommendations. The Committee has updated the reporting form to be more user-friendly and informative, and the new form further clarifies that a company must either comply with the recommendations or explain what the company does instead.
Removal of the 10-day offer period
In 2021, Nasdaq Copenhagen conducted a revision of its Nordic Main Market Rulebook for Issuers of Shares regarding the removal of the 10-day offer period in connection with the admission to trading, thereby harmonising the issuer rules across the Nordic exchanges. The amendment came into effect on 1 October 2021. The change can be summarised as the removal of the following rule in the supplement section. Supplement A – Nasdaq Copenhagen: Part A – The Admission Process (2.3.2.): Rule 6:
The offer period in connection with the admission to trading shall last ten (10) business days. The offer period may be shortened to less than ten (10) days if it, during the offer period, is decided to close the offer earlier.
Notably, the requirement in the EU Prospectus Regulation of making the prospectus available to the public, at least six business days before the end of the offer, still applies in the case of an initial offer to the public of a class of shares that is admitted to trading on a regulated market for the first time (cf. Article 21 of the EU Prospectus Regulation).
New rules on delistings
In 2020, Nasdaq Copenhagen published amendments to its rulebook for issuers of equity offerings regarding the delisting of shares. These amendments entered into force on 15 February 2020.
The amendments entail that, going forward, a shareholders' resolution to delist a company from Nasdaq Copenhagen requires a 9/10 majority of both the cast votes and the share capital represented at the general meeting. Previously, although a shareholders' resolution was required to assess the amount of support for delisting the company, there was no explicit legal requirement as to the majority required. In practice, however, it was a requirement for the share majority to own at least 9/10 of the votes cast and the share capital represented at the general meeting, but there are various examples where Nasdaq Copenhagen approved the delisting of a company without this majority. Consequently, the new delisting rule will cement the 9/10 majority rule.
Furthermore, the new delisting rules require the issuer to ensure that all shareholders are offered the option to sell their shares in the issuer for 'fair compensation' in a de minimis four-week period after Nasdaq Copenhagen's approval of the delisting decision. In this period, the shares remain freely tradable on the market. An exception applies to the new delisting rules if the issuer is distressed, in which case Nasdaq Copenhagen can deviate from one or more of the requirements. Other exceptions apply:
- if a shareholder has the option of securing full ownership of an issuer by compulsory redemption in accordance with applicable company law;
- if the shares are listed for trading on another regulated market or similar market; or
- if the issuer ceases to exist as the result of a dissolution, merger, demerger or bankruptcy.
The Danish takeover regime consists of the Capital Markets Act and the Executive Order on Takeover Bids, which collectively implement parts of the EU Takeover Bids Directive. Because of the Executive Order on Takeover Bids amendment (see below), there are currently no updated Guidelines15 from the FSA supplementing the Executive Order on Takeover Bids.
In January 2018, the Capital Markets Act entered into force (thereby repealing the Securities Trading Act) simultaneously with amendments to the Executive Order on Takeover Bids. The amendments to the Executive Order on Takeover Bids include:
- exceptions to the mandatory offer have been removed because they now are to be found in the Capital Markets Act;
- earlier requirements regarding offer advertising and the execution of offers have been removed; and
- linguistic amendments, primarily as a result of the Capital Markets Act repealing the Securities Trading Act.
Furthermore, on 1 July 2020, a new Executive Order on Takeover Bids entered into force, affecting shareholders in listed companies on Nasdaq Copenhagen. It is generally a continuation of the existing rules, but it includes clarifications regarding competing takeover bids. The Executive Order introduces:
- a definition of a competing offer bid;
- the option to draw up a collective board resolution encompassing several offers;
- a clarification of the calculation of the offer period length when there are numerous offers and also when those offers subsequently have extensions;
- an option to withdraw an offer; and
- an extended option for the shareholders to withdraw a previous acceptance.
The general view is that financial institutions in Denmark have landed on their feet after some extremely difficult years following the financial crisis and that the additional requirements imposed (and to be imposed) on banks will provide a more stable financial sector that should be better prepared for any future challenges.
The Danish banking sector has in the past 30 years experienced significant consolidation, which was only intensified as a consequence of the financial crisis. The Danish banking sector is, however, still composed of a significant number of small and medium-sized banks and saving banks compared to its Nordic peers and it is expected that both funding and capital adequacy requirements, as well as increased regulation, will facilitate further consolidation in the Danish banking sector. In the past 10 years the number of banks, credit cooperatives and savings banks has more than halved. To date, the total number has decreased to 64. We have also seen the transformation of saving banks into banks to obtain funding via official listing on Nasdaq Copenhagen.
Danish insurance companies have adjusted for the implementation of the Solvency II Directive16 in Denmark. The Solvency II Directive was implemented into Danish legislation by Act No. 308 of 28 March 2015, amending the Financial Business Act, which entered into force on 1 January 2016, as well as a number of executive orders.
The Alternative Investment Fund Managers Directive
The EU Alternative Investment Fund Managers Directive17 (AIFMD) was implemented in Denmark on 22 July 2013 by the Act on Managers of Alternative Investment Funds, among others,18 as amended from time to time. For a foreign alternative investment fund (AIF) to be marketed to professional investors in Denmark, its manager (AIFM) must either passport its authorisation pursuant to the AIFMD (only available to EEA and EU AIFs managed by EU or EEA AIFMs) or obtain an approval from the FSA to market the AIF to professional investors in Denmark. This marketing approval would also allow marketing towards sophisticated investors. The term 'sophisticated investors' covers the following entities or individuals: a manager, director or another employee with the AIFM or AIFs managed by the AIFM; and an investor who makes a minimum initial investment or commitment of €100,000 (or currency equivalent) in the AIF and declares in writing his or her acknowledgement and acceptance of the risks relating to the relevant commitment or investment.
It is also possible for AIMFs to obtain a special approval to be permitted to market AIFs towards retail investors in Denmark. The AIFMD and the AIF will have to comply with strict regulation before the AIF can be marketed towards retail investors. The requirements are set out in an executive order on permission for AIFMs to market to retail investors.19
Rules affecting the Danish corporate bond market
In January 2014, certain sections of the Financial Business Act were adopted to enable banks to establish refinancing registers for securitisation purposes by issuing securities backed by pools of loans and credits to enterprises.
With the permission of the FSA, banks are able to establish refinancing registers and sell their rights in loans and credits to an authorised entity. Under these rules, registration of the transferred loans and credits constitutes perfection and the ownership of the assets is transferred once the assets are reflected in the refinancing register. This stands in contrast to ordinary transfer of loans where notice to the debtor is required to perfect the transfer. Consequently, a bank's creditors cannot seek satisfaction on assets registered in the refinancing register.
In general, the register will often be established as a special purpose vehicle (SPV). An SPV buys commercial loans from a bank and SPVs will be able to buy different groups of commercial loans from different banks. It is therefore possible for two or more small Danish banks to establish a joint SPV. On the basis of the assets in the SPV, the SPV will issue corporate bonds to investors. The bonds issued by the SPV must be at a minimum denomination of €100,000 (i.e., designed for either professional or institutional investors). To our knowledge, no Danish banks have yet made use of the option to establish such SPVs.
Representatives and security agents
In January 2014, an Act20 was introduced that resolved past uncertainties with respect to trustees under Danish law by recognising the use of security agents and trustees in syndicated loans and, subject to certain conditions, the use of bondholder representatives and security agents in bond issues. It is now part of the Capital Markets Act. The rules provide that security interests can be granted directly in favour of a representative in relation to bond issues, and a security agent in respect of syndicated loans, acting on behalf of the secured parties from time to time, thus making perfection and preservation of security interests in connection with bond issues and syndicated loans more feasible.
As regards bond issues, the representative's main function is to protect and monitor the interests of the bondholders towards the issuer. The specific role and obligations of the representative will, with respect to each issuance, be established in an agreement entered into between the issuer and the representative for the benefit of the bondholders. This agreement would, inter alia, include provisions on enforcement, no-action clauses, establishment of security and limitation of liability of the representative. All actions taken by the representative will be binding on the bondholders from time to time without any further action required to be taken. To take advantage of the specific legislation in relation to bond representatives, the representative under each of the bond issues has to be registered with the FSA. Only companies with limited liability domiciled in Denmark, the European Union or the European Economic Area and certain other countries may act as a representative.
Inside information and disclosure requirements
The Capital Markets Act and executive orders issued thereunder govern the disclosure obligations for listed companies. However, the obligation to publicly announce inside information now solely follows from MAR. Pursuant to MAR, listed companies are required to publicly announce inside information (as defined in MAR) as soon as possible after the relevant event comes into existence. Certain exceptions apply, however, giving a listed company the right to delay publication of inside information in certain circumstances where publication could be detrimental to the interests of the listed company.
Implementation of the Recovery and Resolution Directive
On 26 March 2015, the Danish parliament adopted the bills implementing the Resolution and Recovery Directive21 (BRRD) and the Revised Deposit Guarantee Scheme Directive,22 which entered into force on 1 June 2015. The general bail-in tool also came into effect on 1 June 2015. According to the implementation of the BRRD into Danish legislation, the previous applicable resolution schemes for Danish banks and credit mortgage institutions were repealed with effect as of 1 June 2015. The resolution and recovery of Danish banks and credit mortgage institutions is thus only subject to the BRRD as implemented in Denmark.
The BRRD also requires that European banks hold a certain minimum amount of bail-inable resources, the minimum requirement for own funds and eligible liabilities (MREL). The consequences of non-compliance with the MREL requirements are still unclear and the MREL requirement for Danish institutions is expected to be based on the European Banking Authority methodology.
Danish credit mortgage institutions are exempt from the bail-in instrument and thus are not required to fulfil the MREL requirement. A credit mortgage institution is required to have a debt buffer of 2 per cent of its total non-weighted lending portfolio at all times. The debt buffer requirement can be fulfilled by using the following capital and debt instruments:
- CET1 capital;
- AT1 capital;
- Tier 2 capital; and
- unsecured senior debt.
The capital instruments used to fulfil the debt buffer may not be used at the same time to fulfil the own funds requirement, solvency need or requirement or the combined capital buffer requirement of an institution. If AT1, Tier 2 or other unsecured senior debt is used to fulfil the debt buffer, the instrument is required to have a maturity of at least two years and there has to be a spread of the maturity dates of institutions' capital and debt instruments.
It is still unclear whether Denmark, despite being outside the eurozone, will join the European Banking Union and therefore be part of the Single Resolution Mechanism,23 including the Single Resolution Fund.24
On 28 December 2020, the Danish BRRDII/CRDV Act entered into force to implement Directive (EU) 2019/879 on amendment of the BRRD-Directive and Directive (EU) 2019/878 on amendment of the CRD IV-Directive. The Danish BRRDII/CRDV Act is significant and amends, inter alia, the requirement on minimum required eligible liabilities (MREL). Henceforth, the MREL requirement is ascertained as a percentage of aggregate risk exposure and a percentage of the aggregate exposure target. These two factors can develop differently from each other, as the aggregate risk exposure is based on the risk exposures whereas the exposure target is based on gearing.
From June 2014, the FSA has every year appointed Danish systemically important financial institutions (SIFIs). In 2019, Spar Nord Bank A/S joined the SIFI list as a consequence of the deposit indicator threshold being lowered from 5 to 3 per cent. Thus, there are eight SIFIs in Denmark: Danske Bank A/S, Nykredit Realkredit A/S, Jyske Bank A/S, Nordea Kredit Realkreditaktieselskab, Sydbank A/S, Spar Nord Bank A/S, DLR Kredit A/S and Arbejdernes Landsbank. The SIFIs were identified in accordance with Section 308 of the Financial Business Act implementing various aspects of the CRD IV Directive. Institution-specific SIFI buffers between 1 and 3 per cent were set according to quantitative SIFI criteria and have been phased in gradually from 2015 to 2019. According to the political agreement on SIFIs from October 2013, the final capital requirements imposed on Danish SIFIs must be on par with the requirements applied by other comparable European countries. Consequently, the final level of the Danish SIFI capital buffer requirements is 1–3 per cent of their risk-weighted assets depending on their systemic importance.
ii Developments affecting derivatives, securitisations and other structured products
There have not been any significant developments in Denmark in 2019 with respect to the Danish derivatives market. The main focus of financial institutions and counterparties has been to continue ensuring compliance with the applicable requirements of EMIR25 and related technical standards.
Since the financial crisis, the Danish market for securitisations has hardly seen any activity and the Danish securitisation market is not expected to experience any significant activity in the near future. This is despite the securitisation rules that entered into force in January 2014. At the EU level, a political agreement was entered into on 30 May 2017 regarding a regulation on simple, transparent and standardised securitisations and a regulation amending the capital requirements regulation to reflect securitisations being regulated in their own regulations. The Securitisation Regulation26 has been effective since 1 January 2019, from which date relevant articles in the Capital Requirements Regulation concerning securitisation were repealed.
iii Cases and dispute settlement
Very few capital markets-related disputes reach the ordinary courts. Most disputes and complaints are dealt with in the administrative system or by arbitration.
iv Relevant tax and insolvency law
Danish tax principles
The general rule is that corporations, irrespective of the period of ownership, are exempt from tax on dividends and capital gains on shareholdings provided that the shareholding is at least 10 per cent of the relevant company. Dividends received from shareholdings of less than 10 per cent in unaffiliated companies (portfolio shares) and capital gains on listed portfolio shares are subject to corporate income tax. However, only 70 per cent of dividends received on non-listed portfolio shares will be subject to corporate income tax. Capital gains on non-listed portfolio shares are exempt from taxation (exceptions and anti-avoidance rules apply). Dividends and capital gains on treasury shares are tax-exempt. Individuals are subject to tax on all dividends and capital gains on shareholdings.
For corporate entities, the tax on listed portfolio shares will be calculated and paid annually based on a mark-to-market principle, and taxation will take place on an accrual basis even if no shares have been disposed of and no gains or losses have been realised. The corporate tax rate has been gradually lowered to 22 per cent.
Individuals calculate their tax on all shares based on a realisation principle (exceptions apply). The tax rate for capital gains on shares and dividends is progressive and taxed at a rate of 27 per cent on the first 56,500 kroner in 2021 (for cohabiting spouses, a total of 113,000 kroner) and at a rate of 42 per cent on share income exceeding 56,500 kroner (for cohabiting spouses over 113,000 kroner). However, in September 2021, the Danish government has announced a new initiative under which, inter alia, the tax rate is to be raised from 42 to 45 per cent if the bill is passed.
For all non-tax residents, capital gains on shareholdings remain tax-exempt irrespective of ownership percentage and ownership duration (certain anti-avoidance rules relating to Danish withholding taxation of dividends or rules on permanent establishment may apply). Generally, foreign corporate shareholders are also exempt from tax on dividends if holding at least 10 per cent in a Danish company (exceptions and anti-avoidance rules apply). Dividends paid to foreign corporate shareholders holding less than 10 per cent and dividends paid to individuals are subject to Danish withholding tax at a rate of 27 per cent. A request for a refund of Danish withholding tax may be made if the dividend receiving company is a resident of a state with which Denmark has entered into a double taxation treaty.
Corporate entities are, as a main rule, subject to taxation on gains on ordinary claims, bonds, debt and financial debt contracts. Similarly, losses on these instruments are, as a general rule, deductible in full. With respect to intragroup financing, losses on receivables and gains on debts are, however, tax-exempt as a general rule. Corporate entities may elect to calculate the liable taxes on debt using a realisation principle. A mark-to-market principle must be applied for ordinary claims.
Individual investors are, as a main rule, subject to taxation on all capital gains on ordinary claims, bonds, debt and financial debt contracts if the gains exceed 2,000 kroner per year. Individual investors' right to deduct losses on ordinary claims is limited to losses exceeding 2,000 kroner, whereas the right to deduct losses on financial contracts is limited to gains on other financial contracts with a possibility to carry a loss forward to be offset against gains in subsequent income years.
For individual investors, the tax will as a main rule be calculated using a realisation principle. The taxpayer can apply for permission and is, in certain cases, entitled to calculate the taxes on a mark-to-market principle.
On 12 November 2017, new tax rules were introduced aimed at encouraging further retail investment in shares for the benefit of undertakings. Denmark has been inspired by the Swedish and Norwegian model. Accordingly, a share savings account has been introduced with a flat 17 per cent annual taxation on the mark-to-market year-end balance of the equity investments on the account. The maximum amount that may be deposited in an account is 50,000 kroner per year, subject to certain limitations. The new rules came into force on 1 January 2019.
The Danish Bankruptcy Act27 governs the two main types of insolvency proceedings: restructuring and bankruptcy. The rules of restructuring were implemented in April 2011, thus there is still little jurisprudence on the subject. As part of Denmark's opt-outs to certain EU policies, Denmark is not bound by and has not acceded to the EU Insolvency Regulation.28
Outlook and conclusions
Despite Brexit entailing market uncertainty, the Danish capital markets remain largely unaffected.
1 Rikke Schiøtt Petersen and Morten Nybom Bethe are partners and Knuth Larsen is an assistant attorney at Gorrissen Federspiel Advokatpartnerselskab.
2 Consolidated Act No. 1767 of 27 November 2020, as amended.
3 Consolidated Act No. 1447 of 11 September 2020, as amended.
4 Consolidated Act No. 1718 of 27 November 2020, as amended.
5 Consolidated Act No. 1047 of 14 October 2019, as amended.
6 Act No. 1155 of 8 June 2021, as amended.
7 Regulation (EU) No. 596/2014 on market abuse, as amended.
8 Regulation (EU) No. 1129/2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.
9 Executive Order No. 1172 of 31 October 2017 on Major Shareholders.
10 Executive Order No. 636 of 15 May 2020 on Takeover Bids.
11 Executive Order No. 1170 of 31 October 2017 on Conditions for Admission of Securities to Official Listing.
12 Directive 2013/50/EU of 22 October 2013.
13 The recommendations in English can be found at: https://corporategovernance.dk/sites/default/files/media/anbefalinger_for_god_selskabsledelse_engelsk.pdf.
14 Directive 2017/828/EU of 17 May 2017.
15 The now outdated version is Guidelines No. 9849 of 3 October 2018.
16 Directive 2009/138/EC of 25 November 2009.
17 Directive 2011/61/EU of 8 June 2011.
18 Consolidated Act No. 1047 of 14 October 2019.
19 Executive Order No. 976 of 19 May 2021.
20 Act No. 1613 of 26 December 2013.
21 Directive 2014/59/EU of 15 May 2014.
22 Directive 2014/49/EU of 16 April 2014.
23 Regulation (EU) No. 806/2014 of 15 July 2014.
24 Regulation (EU) 2015/81 of 19 December 2014 specifying uniform conditions of application of Regulation (EU) No. 806/2014 of the European Parliament and of the Council with regard to ex ante contributions to the Single Resolution Fund.
25 Regulation (EU) No. 648/2012 of 4 July 2012.
26 Regulation (EU) No. 2402/2017 of 12 December 2017.
27 Consolidated Act No. 11 of 6 January 2014, as amended.
28 Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings.