The Danish Competition and Consumer Authority and the Danish Maritime and Commercial Court have recently issued a series of decisions related to merger control. Two cases concern “gun-jumping” and another recent case concerns incorrect or misleading information in a merger notification. The cases confirm that various elements related to the Danish merger regulation remain a clear enforcement priority in Denmark, with the consequence of significant fines.
Gun-jumping
Rules and possible sanctions
Under the Danish merger control rules, a merger is subject to the so-called “standstill” obligation, which means that the merging parties may not complete and implement a merger subject to notification before it has been notified to, and approved by, the relevant competition authorities.
A breach of this obligation is commonly referred to as “gun-jumping”, which constitutes illegal conduct and can occur in two situations, namely:
1) the merging parties fail to notify a merger that is subject to a notification obligation, or
2) the merging parties notify the competition authorities of the merger but have already wholly or partly implemented it before it was approved.
Recent cases
In a recent transaction in Denmark, the parties had neglected to notify the merger to the Danish Competition Authority (the “Authority”).
On 4 June 2025, Brdr. Ewers A/S (“Brdr. Ewers”), a wood pellet supplier, signed a share purchase agreement to acquire sole control of Hjaltelin ApS and Hjaltelin Pakhus ApS (“Hjaltelin”), a competing supplier.
In connection with another transaction, Brdr. Ewers discovered that the acquisition of Hjaltelin exceeded the Danish merger thresholds and therefore was subject to merger notification.
Brdr. Ewers contacted the Authority at the end of October 2025 and afterwards filed a simplified notification on 15 January 2026, which was approved the following day. On 29 June 2026, the Authority found that Brdr. Ewers had breached both the notification obligation and the standstill obligation.
In another case regarding A.P. Møller-Mærsk A/S (“Mærsk”) and its US subsidiary Damco USA Inc., the Authority found in August 2023 that Mærsk had breached the notification and standstill obligations in connection with Damco’s acquisition of Pilot Air Freight Holdings LLC (“Pilot”). The transaction was signed in February 2022 and completed in May 2022 following approval from the competition authority in the United States. Mærsk’s internal screening had previously concluded that the transaction was not subject to notification in Denmark. However, the alternative merger threshold had been overlooked, under which a merger is subject to notification if a party to the transaction has a turnover exceeding DKK 3.8 billion globally, and another party to the transaction has a turnover exceeding DKK 3.8 billion in Denmark. In 2022, the Mærsk Group had for the first time generated an annual turnover exceeding the threshold for Denmark, while Pilot’s worldwide turnover also exceeded that threshold.
On that basis, Mærsk contacted the Authority and notified the Authority of the transaction on its own initiative in June 2022. The merger was approved without concerns in October 2022. The Authority referred the case to the Maritime and Commercial Court, which on 27 June 2025 found that Mærsk had acted with gross negligence given its size and resources. The court nonetheless identified mitigating factors, including Mærsk’s self-reporting to the Authority, full cooperation and the absence of competition concerns. On that basis, the Court ordered a civil fine of DKK 10 million for Mærsk, amounting to half of what the Authority had claimed.
Misleading or Incorrect information
Rules and possible sanctions
When filing a merger notification, the notifying parties must provide information on all potentially relevant markets, as well as on their expansion or contraction plans for the following three years. They must also submit a signed declaration confirming that the information provided is correct. Giving incorrect, incomplete or misleading information to the Authority, or withholding relevant information, is separately sanctionable with a civil fine, regardless of whether the standstill obligation has also been breached.
Fines are set with reference to the undertaking’s global group turnover, the gravity and duration of the infringement, and any aggravating or mitigating circumstances, and must be effective, proportionate and have a deterrent effect. In the Mærsk case, self-reporting, full cooperation, the absence of competition concerns and an internal error was treated as mitigating factors, yet the fine still reached DKK 10 million, which is one of the largest fines to date in a Danish merger control case.
Recent cases
REMA 1000 Danmark A/S (“REMA 1000”), an international discount retail chain, made a notification in March 2023 regarding its acquisition of parts of the competitor, Aldi Danmark ApS. In the notification, REMA 1000 had neglected to include information regarding a store project in a suburb of Greater Copenhagen for which REMA 1000 had already obtained a building permit. REMA 1000 subsequently signed a lease for the site while the Authority’s review was still ongoing, and the store opened shortly after the merger was approved with commitments on 31 August 2023.
The Authority learned about the store project in July 2023 in relation to a separate merger case. REMA 1000 did not correct the record during two subsequent reviews of the Authority’s draft decision, even though the drafts stated that the assessment was based on REMA 1000 having nine store projects under construction. The Authority investigated the matter after a citizen raised concerns about the Authority’s approval of REMA 1000 opening two stores very close to each other in Brøndby in December 2023.
REMA 1000 acknowledged that the project should have been included in the notification and happened due to a human error. On 26 May 2025, the Authority decided that REMA 1000 had given incorrect, incomplete or misleading information and imposed a fine of DKK 40,000.
Our observations
The cases are a reminder that merger control compliance is essential and entails different dimensions that need to be considered from an early stage of any transaction.
Firstly, the jurisdictional assessment of whether a merger will exceed the relevant turnover thresholds must be assessed. In the Mærsk case, the failure to take the alternative Danish merger threshold into account illustrates the economic consequences this may entail and is easy to overlook when the target has a local presence in another jurisdiction. In the Brdr. Ewers case, the parties simply failed to identify, before closing, that the ordinary turnover thresholds had been met. Both cases show the value of a thorough merger control assessment before completing the merger.
Secondly, even where the jurisdictional assessment is correct, a notifiable transaction must not be implemented before it has been notified and cleared. Parties should ensure that closing conditions are designed in a way that the acquirer does not gain the possibility of obtaining control over the target prior to approval and completion of the transaction.
Thirdly, the REMA 1000 case shows that the obligation to provide correct and complete information applies throughout the notification process, including during review on draft decisions, and regardless of whether the missing information would have changed the outcome of the case.
The fine levels in these cases confirm that merger control enforcement in Denmark carries real financial exposure, even where the underlying transaction raised no competition concerns and the failure to comply with the rules was reported to the Authority on the merger parties’ own initiative. This can, however, have a mitigating impact on the fine, as it did for Mærsk.
