Law Amending The Law On Public Limited Liability Companies And The Law On Traders Funds (Implementation Of The Amending Directive Concerning Vurderingsmands Opinions By Mergers And Divisions Of Public Limited Liability Companies, Etc.)

Original Language Title: Lov om ændring af lov om aktieselskaber og lov om erhvervsdrivende fonde(Gennemførelse af ændringsdirektivet om vurderingsmandsudtalelser ved fusioner og spaltninger af aktieselskaber m.v.)

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Read the untranslated law here: https://www.retsinformation.dk/Forms/R0710.aspx?id=117379

Law amending the law on public limited liability companies and the law on traders funds 1)

(Implementation of the amending Directive concerning vurderingsmands opinions by mergers and divisions of public limited liability companies, etc.)

WE, MARGRETHE the SECOND, by the grace of God Queen of Denmark, do indeed:

The Danish Parliament has adopted and we know Our consent confirmed the following law:

§ 1

The law on public limited companies, cf. lovbekendtgørelse nr. 649 of 15. June 2006, as amended by section 4 of Act No. 108 of 7. February 2007, § 1 of lov nr. 573 of 6. June 2007 and section 4 of Act No. 576 of 6. June 2007, shall be amended as follows:

1. In the footnote to the title, the words ' Act, and parts of the European Parliament and of the Council Directive 2004/25/EC of 21. April 2004 on takeover bids (Official Journal of the European Union 2004 nr. L 142, page 12), the European Parliament and of the Council Directive 2005/56/EC of 26. October 2005 on cross-border fu sio ner of limited liability companies (Official Journal of the European Union 2005 nr. L 310, page 1) ' to: ', parts of the European Parliament and of the Council Directive 2004/25/EC of 21. April 2004 on takeover bids (Official Journal of the European Union 2004 nr. L 142, page 12), the European Parliament and of the Council Directive 2005/56/EC of 26. October 2005 on cross-border fu sio ner of limited liability companies (Official Journal of the European Union 2005 nr. L 310, page 1) and European Parliament and Council Directive 2007/63/EC of 13. November 2007 amending Council Directives 78/855/EEC and 82/891/EEC as regards the requirement for the preparation of a report by an independent expert in connection with a fu sion or Division of public limited liability companies (Official Journal 2007 nr. L 300, p. 48). '

2. In paragraph 6 (c), paragraph 3, the words ' listing, see. § 7 (1) (8). 1 of the law on securities trading, etc. ' to: ' a regulated market in a EU/EEA-country. '

3. In article 20 (b), paragraph 4, article 20 (e), paragraph 1 1. section, and section 81 b, paragraph 1, the words ' listing or trading on a stock exchange, an authorised market place or a similarly regulated market in an EU/EEA country ': ' trading on a regulated market in a EU/EEA-country '.

4. In section 21 (1), (2). paragraph, the words ' without prejudice to article central securities depository. § 7 (1) (8). 6 ' is replaced by: ' without prejudice to article central securities depository. § 7 (1) (8). 3 '.

5. In paragraph 21 (a), paragraph 1, shall be replaced by ' an authorised market place, see. § 7 (1) (8). 2, of the law on securities trading, etc. ' to: ' regulated market '.

6. In paragraph 21 (a), paragraph 3, shall be inserted after ' keeper ': ' unless the shares are issued through a central securities depository, see. § 7 (1) (8). 3, of the law on securities trading m. v '.

7. In section 23 (d), 2. section, § 40, 2. section, § 134 l (4), 2. section, and section 135 (6) 2. paragraph, the words ' (3) '.

8. In section 28 (a), (3), 2. paragraph, the words ' listing or trading on a regulated market or admitted to trading on an alternative marketplace ' for: ' trading on a regulated market in the EU/EEA country or in an alternative marketplace '.

9. In article 47, paragraph 3, the words ' without publication in the Danish Commerce and companies agency computer infor mation system ' to: ' with no call to creditors in the Danish Commerce and companies agency computer infor mation system, see. section 46 ".

10. In article 51, paragraph 3, article 56, paragraph 7, 2. section, and section 76, paragraph 3, 1. paragraph, the words ' listing on a stock exchange referred to in article 6. § 7 (1) (8). 1 of the law on securities trading, etc. ' to: ' trading on a regulated market '.

11. In article 65, paragraph 2, and section 84 (1), (2). paragraph, the words ' listing on a stock exchange, an authorised market place or a similarly regulated market in an EU/EEA country ': ' trading on a regulated market in a EU/EEA-country '.

12. In paragraph 69 (b), paragraph 1 1. paragraph, the words ' listing or trading on a stock exchange, an authorised market place, a similarly regulated market or an alternative marketplace ' for: ' trading on a regulated market or an alternative marketplace '.

13. In section 73 (5), 1. paragraph, the words ' listing or trading on a stock exchange, an authorised market place or a similarly regulated market ' to: ' trading on a regulated market in a EU/EEA-country '.

14. In section 73, paragraph 7, the words ' the revised annual report ': ' annual report '.

15. In paragraph 76 (a) (1), (3). paragraph 83, § 1. section, and section 84 (2), (3). paragraph, the words ' listing on a stock exchange ' to: ' trading on a regulated market '.

16. The title of Chapter 10 (a) is replaced by the following: ' takeover bid in companies whose shares are admitted to trading on a regulated market '

17. In paragraph 81 (c), paragraph 6, and paragraph 81 (d), paragraph 3, the words ' listing or trading on a stock exchange, an authorised market place or a similarly regulated market in an EU/EEA country, or where there is applied for admission to listing or trading ' to: ' trading on a regulated market in the EU/EEA country, or where there is applied for admission to trading '.

18. In paragraph 134 (c) is added to paragraph 5:

' (5). If all the shareholders of participating companies agree to do so, there are no requirements on the development of a vurderingsmands opinion on the merger, including the merger consideration, see. paragraphs 1-3. '

19. paragraph 134 (f), paragraph 2 2. paragraph is replaced by the following: ' Are there entered a reservation in accordance with paragraph 1 of the adopted merger notification can first be registered after the expiry of the 2-week deadline, see. § 134 h (1). 4, unless it is considered in an opinion, see vurderingsmands. § 134 c, paragraph 3, that the consideration for the shares of the company or discontinuing the companies are reasonably and objectively justified. '

20. In paragraph 136 (c) is added to paragraph 5:

' (5). If all the shareholders of participating companies agree to do so, there are no requirements on the development of a vurderingsmands opinion on the draft terms of Division, including the draft terms of the remuneration referred to in article 6. paragraphs 1-3. '

21. paragraph 136 (f), paragraph 2 2. paragraph is replaced by the following: ' Are there entered a reservation in accordance with paragraph 1, the notification about the adopted Division can only be recorded after the end of the 2-week deadline, see. § 136 h (1). 4, unless it is considered in an opinion, see vurderingsmands. § 136 c, paragraph 3, that the consideration for the shares in the transferring company is reasonably and objectively justified. '

22. section 137 (a) is replaced by the following: ' § 137 a. boards of the merging companies create and sign jointly a merger plan, which must contain the information and provisions on





1) the participating companies ' legal form, name and registered office of legal form, name and registered office of the company, continuing

2) the consideration for the shares of the discontinuing Corporation,

3 the distribution of remuneration, including shares) in the continuing company, to the shareholders of the companies and the criterion for discontinuing this assignment,

4) the cross-border merger likely repercussions on employment of the participating companies,

5) date from which the shares granted as remuneration, confer the right to dividends, and an indication of any special conditions attached to this right,

6) the date from which they are discontinuing the companies ' rights and obligations for accounting purposes shall be deemed to be surpassed,

7) the rights in the continuing company conferred on any holders of shares with special rights and any holders of securities other than shares, or the measures proposed concerning these persons,

8) the special benefits granted to the appraisers, who pronounce themselves about the merger plan, see. § 134 c, and the members of their Board of Directors, Board and executive management,

9) statutes of the continuing company,

10) information on the procedures whereby, pursuant to §§ 139-139 (f) set out detailed rules on employees ' involvement in the determination of their rights with regard to participation in the continuing company, if it is appropriate,

11) the assessment of the assets and liabilities transferred to the continuing company and

12) the dates of the merging companies ' accounts, which has been used as the basis for the terms and conditions for the cross-border merger. "





23. In paragraph 137 (b) paragraph 2 shall be inserted:

' (2). The Board's statement shall, not later than 4 weeks before a decision on the implementation of the cross-border merger, see. § 134 (e), paragraph 6, nr. 3, presented in the company's Office for inspection to the shareholders and the employees ' representatives or, if there are no employee representatives in the concrete company for the employees themselves. '

24. section 137 (c) is repealed.

25. In paragraph 137 (f) shall be replaced by ' workers ' to: ' employee '.

26. In the heading of § § 139-139 (f) and in the title of § 139 (g) shall be replaced by ' involvement ': ' Employee participation '.

27. In section 139 (a), paragraph 1, the words ' section 15, paragraphs 1 and 2, nr. 1, as well as paragraphs 3-5 ', to: ' section 15 (1), (2). 1, and (3) '.

28. In section 139 (a), paragraph 2, be inserted after the words ' can ': ' paragraph 15 (4) and (5) '.

29. In section 139 (a) shall be inserted as paragraph 4:


' (4). If the continuing company in a cross-border merger shall be under the legislation of another EU/EEA country, and that in connection with the cross-border merger apply rules on co-determination, arising from Council directive laying down additional provisions to the Statute for a European company (SE) with regard to the involvement of employees, the provisions of section 2, paragraph 4-6 and 11, § 3, § 9, § § 36-39 and sections 41-43 of the Act on employee involvement in the SE, as well as this article 161 (a) use for the participating companies and concerned subsidiaries under Danish legislation, as well as the holdings of the continuing company, participating companies or concerned subsidiaries when these farms are located in Denmark. '

30. In section 139, paragraph 1 (b), shall be inserted after ' the provisions of ': ' paragraph 15 (4) and (5) '.

31. In section 139 (b), paragraph 2, shall be inserted after ' the use of ': ' paragraph 15 (4) and (5) '.

32. In section 139 (c) shall be inserted after ' SES ': ' paragraph 15 (4) and (5) '.

33. In paragraph 139 (e) shall be replaced by ' schemes ' to: ' a system '.

34. In paragraph 139 e shall be inserted after ' section 139 (a) (1), ': ' or § 139 (b) (1). 1 '.

35. In paragraph 157 (c), paragraph 2, the words ' listing on a stock exchange ' to: ' trading on a regulated market '.

§ 2

The law on foundations, see operators. lovbekendtgørelse nr. 652 of 15. June 2006, as amended by section 4 of Act No. 573 of 6. June 2007, shall be amended as follows:

1. section 9, paragraph 4, 1. paragraph is replaced by the following: ' in the case of shares and debt securities, which are admitted to trading on a regulated market, the latest purchase price taken into consideration. '

2. In article 63, paragraph 5, the words ' article 21 (a), (2), (4). paragraph ' to: ' section 21 (a), paragraph 3. ';

§ 3

The law shall enter into force on the 1. July 2008.

§ 4

(1). The law does not apply to the Faroe Islands and Greenland, without prejudice. However, paragraph 2.

(2). The law may, by Royal Decree in whole or in part be put into force for Greenland of the variances, as the special Greenlandic conditions warrant Given at Christiansborg Palace, on 17 March. June 2008 MARGRETHE r./Bendt Bendtsen Official notes 1) Act contains provisions transposing a European Parliament and Council Directive 2007/63/EC of 13. November 2007 amending Council Directives 78/855/EEC and 82/891/EEC as regards the requirement for the preparation of a report by an independent expert in connection with a merger or Division of public limited liability companies (Official Journal 2007 nr. L 300, p. 48).