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DANISH COMPANY LAW REFORM BILL Contents

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DANISH COMPANY LAW REFORM BILL Contents INSIGHT FEBRUARY 2009 DANISH COMPANY LAW REFORM BILL ContEnts Background 3 Overall structure of the Bill 4 Management of the limited liability company 5 General meetings 8 Formation 11 Share capital 13 Capital increase 14 Capital reduction, etc. 14 Restructurings 16 Branches 17 Contact us 18 2 INSIGHT · DAnish compANY LAW REFORM Bill · FEBRUARY 2009 BACKGROUnd Increased globalisation and internationalisation have sharpened the demand for competitive framework conditions for corporate Denmark. In 2006, this demand spurred the Danish Minister for Economic and Business Affairs to set up the Company Law Reform Committee (Udvalget til Modernisering af Selskabs- retten) charged with the task of proposing a simplification of the overall regulatory framework for pub- lic limited companies (aktieselskaber) and private limited companies (anpartsselskaber) in Denmark. The Committee featured a broad representation of participants taken from a number of ministries and interest groups. Monica Reib, lawyer and partner at Bech-Bruun, participated on behalf of the Danish Bar and Law Society. The Committee was given the mandate to review Danish company law for the purpose of – modernising and simplifying statutory content and language – creating enhanced flexibility for the individual companies tailored to suit their situation and needs – easing 'superfluous' requirements resulting, among other things, from over-implementation of EU directives. – bracing for technological advances, new EU initiatives, etc. – creating an atmosphere of greater openness On behalf of the Committee, Bech-Bruun conducted an international, country-based survey comprising an extensive analysis of company law in 11 selected countries. The survey is available at the Danish Commerce and Companies Agency’s website: www.eogs.dk. For the last two years, the Committee has been working on a report and a draft new Companies Act. The report (no. 1498/2008) went out for consultation on 26 November 2008. The Bill is expected to be introduced to the Danish Parliament in February 2009. The Bill will specify the effective date of the Act, which is expected to be 1 January 2010. More information about the Committee, a press release, the report and the Bill are available at the Danish Commerce and Companies Agency’s website www.eogs.dk or at the Danish Ministry for Economic and Business Affairs’ website www.oem.dk. 3 INSIGHT · DAnish compANY LAW REFORM Bill · FEBRUARY 2009 OVERAll stRUctURE OF thE Bill Structure of the Bill The Danish Company Law Reform Bill proposes one significant change: a compilation of the Danish Public Companies Act (aktieselskabsloven) and the Danish Private Companies Act (anpartsselskabsloven). Moreover, the Bill introduces a building block model regulating the company types covered by the Act: – The private limited company (anpartsselskab) – The public limited company (aktieselskab) – The publicly traded limited company (aktieselskab) The building block model embodies the principle that each part of the Act starts by setting out the pro- visions applicable to any type of company. These provisions are then followed by the provisions solely applicable to, for example, public or private limited companies, and, finally, the Act provides any additional requirements for public limited companies with shares admitted for trading on a regulated market, or for state-owned public limited companies. The aim of compiling the two acts into one is to clarify which provisions apply to private limited compa- nies and to establish uniform rules for public and private limited companies, unless special circumstan- ces or EU directive requirements targeted towards public limited companies direct otherwise. Definitions and concepts in the Bill Owing to the compilation of the Public Companies Act and the Private Companies Act, the Bill contains a range of introductory provisions defining some of the new concepts introduced in the Act. Examples of new Danish concepts and definitions in the Bill1: – Limited liability company (kapitalselskab) (public limited company (aktieselskab) and private limited company (anpartsselskab)) – Shareholder (kapitalejer) (shareholder in public limited companies (aktionær)/shareholder in private limited companies (anpartshaver)) 1 It is noted that the introduction of the new concepts and definitions in the Danish Companies Act will only to a limited extent result in changes to the terminology used in the English translation of the Act. 4 INSIGHT · DAnish compANY LAW REFORM Bill · FEBRUARY 2009 – Group (koncern) (adapted to the Danish Act on Commercial Enterprises’ Presentation of Financial Statements, etc. (årsregnskabsloven) – actual control is determining factor, no shareholding require- ment) – Shareholders’ agreements (ejeraftaler) (shareholders’ agreements in public limited companies (aktio- næraftaler)/shareholders’ agreements in private limited companies (anpartshaveraftaler)) – Register of shareholders (ejerbogen) (register of shareholders for public limited companies (aktie- bog)/register of shareholders for private limited companies (anpartshaverfortegnelse)) – Public register of shareholders (ejerregister) (public register replacing the register of major share- holders (storaktionærfortegnelsen). All shareholders holding a share of more than 5% in a company will appear from the public register of shareholders.) – Central management body (det centrale ledelsesorgan) (board of directors or management board, depending on the management structure) – Supreme management body (det øverste ledelsesorgan) (supervisory board, board of directors or management board, depending on the management structure) – Right of representation (repræsentationsret) (right to be represented at general meetings) MANAGEMEnt OF thE limitED liABilitY compANY Management models Today, public limited companies are managed by a board of directors and a management board. Private limited companies, on the other hand, may be managed by a management board or by a board of direc- tors or by both. One of the amendments proposed in the Bill is increased freedom of choice between the various management models applied today in Denmark’s peer countries. Limited liability companies will be free to choose between the following management models: – Board of directors and management board as we know it today (’current Danish management model’) – Supervisory board and management board (’German management model’) – Management board – to apply only to private limited companies, unless the individual private limited company is subject to rules on employee representation (’the Anglo-Saxon management model’) Current Danish management model In the current Danish management model, the company is managed by the board of directors and the management board. The board of directors is in charge of the overall and strate- Board of directors gic management, whereas the management board is in charge of the day-to-day management of the company. The management board must follow the directions and guidelines provided by the board of directors. Management board The day-to-day management undertaken by the management board does not, as is the case today, include transactions which, considering the scope and nature of the company’s activities, are of an unusual nature or magnitude. According to the new terminology, the board of directors consti- tutes the central as well as the supreme management body. 5 INSIGHT · DAnish compANY LAW REFORM Bill · FEBRUARY 2009 A member of the management board of a public limited company may not hold the office of chairman (or vice-chairman) of the board of directors, and the majority of the members of the board of directors must be persons who are not members of the management board of the company. Like today, the board of directors in public limited companies must consist of at least three persons. The requirement stipulating at least one member of the management board continues to apply irre- spective of the choice of management model. As something new, the Bill specifies the duties of the board of directors, but does not, as such, intend to alter the content of such duties. The board of directors must continue to ensure the proper organi- sation of the business of the limited liability company. A similar specification has been provided for pri- vate limited companies with a board of directors. The board of directors undertakes to perform the following duties and to ensure observance of: – Bookkeeping and financial reporting – Risk management and internal controls – Reporting on the limited liability company’s financial position – The management board’s performance of its duties – The propriety of the company’s financial resources – Sufficient liquidity in the limited liability company It has also been proposed as something new that the chairman of a board of directors in listed and state-owned public limited companies may perform duties which have been imposed on him/her by the board of directors, should a special need arise. The German management model In future, the management of a limited liability company may be undertaken by a supervisory board and a management board. The supervisory board will oversee the management of the Supervisory board company, whereas the management board will be in charge of managing the company. (Aufsichtsrat) The supervisory board assumes a controlling role only and will not be in charge of the overall or strategic management undertaken by the board of directors under the current Danish management model. Management board (Vorstand) The supervisory
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