Merger Control: When Does a Business Acquisition Need to Be Notified?

Note: This article describes Danish merger control rules specifically.

Can you just sign and complete the deal immediately? Not always. If the businesses exceed certain revenue thresholds, the deal first needs approval from an authority. This is called merger control, and it applies — despite the name — to both mergers and ordinary business acquisitions.

Short answer: A deal needs to be notified to the Danish Competition and Consumer Authority (KFST) if at least two of the participating businesses each have annual revenue in Denmark of at least DKK 100 million, and they have combined revenue in Denmark of at least DKK 900 million. The deal may not be completed before KFST has approved it.

What if revenue is lower?

Since July 1, 2024, KFST can require that smaller deals also be notified ("call-in"), if the participating businesses together have revenue in Denmark of at least DKK 50 million, and the authority assesses that the deal could pose a risk to competition.

When does it particularly affect smaller businesses?

It's particularly relevant for acquisitions within concentrated industries, or when a private equity fund is consolidating several smaller players through a buy-and-build strategy — even though the individual deal is small in isolation, the overall consolidation can attract the authority's attention.

What happens if notification is forgotten?

Completing a deal requiring notification without approval ("gun jumping") can trigger significant fines — there have been concrete Danish cases about exactly this. It's therefore a standard part of a well-prepared M&A process to clarify the notification obligation early, typically as part of the legal due diligence.

What does it mean for your timeline?

If the deal requires notification, closing can't happen before approval is granted — which typically adds several weeks to several months to the overall process. This is one reason larger deals are often structured with a separate signing and closing, where closing is conditional on regulatory approval.

Source: Danish Competition and Consumer Authority.