Denmark: A primer on merger control
This article provides legal practitioners with an overview of merger control in Denmark, including information on the relevant legislation on merger control, the enforcing authorities, the applicable definitions and the jurisdictional thresholds for mergers. The article gives a thorough account of merger control under Danish law from notification to approval, including explanations of time frames and the different phases of review, as well as the substantive test. Throughout the article, reference is made to relevant and recent case law to give readers a deeper and more nuanced understanding of the administration of merger control in Denmark.
- The merger review process
- Economic evidence
Referenced in this article
- Competition Act (Consolidated Act No. 360 of 4 March 2021 and Consolidated Act No. 155 of 1 March 2018)
- Danish Competition and Consumer Authority
- Danish Competition Council
- Danish Competition Appeals Tribunal
Legislation and competent authority
The Danish merger control regime was implemented in 2000 and is largely based on the principles of the EU Merger Regulation (Council Regulation (EC) No. 139/2004). Danish merger rules are generally interpreted in accordance with EU law and practice from the European Commission and the European courts, and the substantive test under Danish law is equivalent to the test under EU law. Similarly, jurisdiction is based on turnover thresholds largely calculated in accordance with EU law principles.
The Danish merger control rules are set out in Part 4 of the Competition Act. Detailed rules on the calculation of turnover and the notification of concentrations are set out in two executive orders.
The Danish Competition and Consumer Authority (DCCA) and the Danish Competition Council (the Council) enforce the Danish merger rules. The DCCA prepares all cases and decides less complicated cases on behalf of the Council, while Phase II mergers are usually decided by the Council.
Pursuant to section 12a of the Competition Act, the following constitute a merger:
- two or more previously independent undertakings amalgamating into one undertaking;
- one or more persons who already control one or more undertakings – by an agreement to purchase shares or assets or by any other means – acquiring direct or indirect control of the entirety of or parts of one or more other undertakings; or
- the establishment of a joint venture that will perform all the functions of an independent business entity on a lasting basis.
Control can be obtained through rights or agreements or in other ways that will, either separately or in combination, make it possible to exert decisive influence over the operations of the undertaking. As such, control may be acquired on a factual basis, for example, by way of a minority shareholder being highly likely to achieve a majority at the shareholders’ meetings given the size, dispersion and common presence of the other shareholders in the shareholders’ meetings, and, on a legal basis (eg, through the acquisition of shares, assets and voting rights), by way of shareholder agreements or through the right to appoint members to the undertaking’s board of directors. Control may also be obtained through an agreement even when no shares, assets or voting rights are transferred, but when the undertakings concerned otherwise agree that one undertaking will have the ability to exercise control over the other. Finally, control may follow from a state of economic dependency.
The acquisition of a minority shareholding may constitute a merger insofar as the acquirer obtains decisive influence over the undertaking (eg, through voting rights or veto rights).
A concentration must be notified to the DCCA if:
- the combined aggregate turnover in Denmark of all the undertakings concerned is at least 900 million Danish kroner, and at least two of the undertakings concerned each have an aggregate turnover in Denmark of at least 100 million Danish kroner;
- the aggregate turnover in Denmark of at least one of the undertakings concerned is at least 3.8 billion Danish kroner, and the aggregate global turnover of at least one of the other undertakings concerned is at least 3.8 billion Danish kroner; or
- the Danish Business Authority, in accordance with the Act on electronic communications networks and services, has referred a merger between two or more commercial providers of electronic communications networks in Denmark to the DCCA.
The concept of ‘undertakings concerned’ mentioned in the Competition Act (ie, the direct participants to a merger) is identical to the EU concept, and the European Commission’s practice and the Consolidated Jurisdictional Notice may provide guidance regarding the interpretation of this concept.
If the jurisdictional thresholds are met, prior notification to the DCCA is mandatory.
In 2021, a total of 67 notifications were processed by the DCCA, of which 55 were notified under the simplified procedure, 10 were pursuant to the full-form procedure and two were withdrawn by the applicants.
In 2022, as at the time or writing, 28 notifications have been or are currently being processed by the DCCA, of which 17 have been notified under the simplified procedure and 11 are pursuant to the full-form notification procedure.
Timing of the notification
Notification to the DCCA may be filed when a binding merger agreement (which may be subject to conditions) has been concluded between the parties, a takeover bid has been made public, or a controlling share has been acquired (in cases where control is acquired through a series of transactions in securities).
A letter of intent will usually not be sufficient for the DCCA to accept the notification, but it may form the basis for informal pre-notification discussions with the DCCA. The DCCA recommends that the parties initiate contact with the DCCA as soon as possible after it has been established that a merger is notifiable and no later than two weeks prior to notification.
A merger may not be implemented prior to the DCCA’s approval; however, the DCCA may, at its discretion, grant derogations from the standstill obligation. The DCCA has granted derogations several times in Danish merger cases and has, for example, permitted companies to start negotiations with distributors and to conclude agreements with suppliers prior to its approval of the merger.
If the parties fail to notify a merger or implement the transaction before approval has been obtained, the DCCA may impose fines. When deciding the size of the fine, it will take into consideration factors such as the gravity of the infringement and its duration. In accordance with the EU Merger Regulation, gun-jumping can result in fines of up to 10 per cent of the annual group turnover.
There were no cases of gun-jumping in 2021. In a notable case from June 2019, the gas station company Circle K Denmark AS accepted a fixed-penalty notice of 6 million Danish kroner for failing to notify the acquisition of 72 service stations. In October 2018, Circle K had notified to the DCCA the transfer of inventory, employees and goodwill relating to 72 service stations from 12 different lessees under the Shell brand to Circle K. Circle K had signed the transfer agreements in May 2016, subsequent to the European Commission’s approval of Circle K’s acquisition of Danish Fuel, which covered (only) some of Shell’s activities in Denmark.
However, the acquisition of the 72 service stations – which should have been notified separately by Circle K to the DCCA – was not covered by the Commission’s merger approval. The DCCA approved the acquisition of the 72 service stations in November 2018, but because Circle K had already implemented the merger, the State Prosecutor for Serious Economic and International Crime imposed the fine for failure to notify. The case demonstrates that failure to notify a merger can constitute a serious criminal offence under Danish competition law.
Time frame for the Authority’s assessment
There is no statutory time frame for the pre-notification phase under the Danish merger regime. Since there are no legislative time limits, the DCCA has a broad time frame to assess a merger.
In practice, it will typically take two to four weeks to have a simplified notification declared complete, and two to 10 weeks for a full-form notification. However, in some cases, pre-notification may take considerably longer; for example, in the JP/Politiken/Børsen case, the parties initiated the pre-notification process in January 2016, and the notification was declared complete in July 2016.
During pre-notification, the parties have an opportunity to informally discuss any questions regarding the drafting of the notification, and drafts may be submitted to and reviewed by the DCCA. Further, the DCCA usually conducts the public hearing (typically 10 working days) as a part of the pre-notification phase to speed up the process. This means that simplified notifications can very often be declared complete only a few days after the end of the public hearing process.
With regard to full-form notifications, the DCCA usually conducts significant parts of the market investigation and case analysis during pre-notification.
Completeness of notification
Once a notification has been filed, the DCCA is bound to declare the notification complete or specify any missing information within 10 working days.
Since August 2013, filing fees must be paid before a merger notification is deemed complete. The fee for a simplified notification is 50,000 Danish kroner, whereas the fee for a full-form notification is 0.015 per cent of the combined turnover in Denmark of the undertakings concerned, subject to a cap of 1.5 million Danish kroner. The fees are not reimbursable, unless:
- the notified transaction is not notifiable;
- the parties withdraw the notification before it is complete;
- the parties withdraw the notification before the DCCA has reached a decision because another Danish authority has refused to permit a merger between undertakings that are involved in the notified transaction; or
- the Danish Business Authority did not have any basis for referring the merger to the DCCA.
Phase I review
Once the notification has been declared complete by the DCCA, Phase I commences. This phase lasts up to 25 working days, which may be extended to 35 working days by the DCCA if commitments are proposed by the parties. If the DCCA is not able to determine that a merger will not lead to a significant impediment of effective competition during Phase I, it will commence a Phase II investigation (and, as such, the case will usually be decided by the Council on the basis of the DCCA’s case analysis, as outlined above).
Phase II review
Phase II investigations must be completed within 90 working days of the expiry of Phase I, but the time frame for a Phase II investigation will automatically be extended by up to 20 working days if commitments are proposed by the parties during the last 20 working days of Phase II.
As of 1 January 2018, the time limits are interrupted if the parties to the merger fail to supply information required by the DCCA in time. Further, the DCCA may, at any time, extend the deadline by up to 20 working days, provided that the undertakings concerned have requested or consented to the extension. If the Council does not reach a decision within the relevant deadline, the Council is considered to have approved the merger.
Recent cases show that in mergers without substantial overlaps or vertical links, approval from the DCCA may be expected two to three months after the first draft of the notification has been submitted (and approximately two months in simplified notifications), while clearance of more complex mergers may take from six to 12 months.
In 2021, two mergers underwent Phase II investigations, and two mergers were subject to remedies. Thus far in 2022, two mergers are undergoing Phase II investigations: the Knorr-Bremse/DSB and the Alm. Brand AS/Codan Forsikring AS cases.
Formats of the notification
A merger may be filed as a simplified notification or as a full-form notification. Under a simplified notification, less market data needs to be submitted, and the procedure will often be faster. However, even in simplified notifications, the parties must submit quite an extensive amount of information. If the merger is clearly unproblematic (ie, if the parties’ activities do not overlap, and there are no material vertical links), less market information is required to be submitted, and the competition authorities may adopt an approval after a short process.
A simplified notification may be submitted in the following cases:
- mergers in which two or more undertakings acquire joint control of an undertaking and where the turnover in Denmark of the joint venture or of the transferred activities is less than 100 million Danish kroner, or where the total value of the assets or the turnover generated in Denmark by the assets transferred to the joint venture is less than 100 million Danish kroner;
- mergers in which one undertaking acquires sole control of another undertaking of which it already has joint control; or
- mergers in which two or more undertakings merge or one or more undertakings acquire sole or joint control of another undertaking and in which:
- none of the parties are active in the same product and geographical market or in a product market that is downstream or upstream from a product market in which another party to the merger is active;
- two or more of the parties to the merger are active in the same product and geographical market, but hold a combined market share in Denmark of less than 15 per cent; or
- one or more of the parties to the merger are active in a downstream or upstream product market in which another party is active, provided that neither their individual nor their combined market share in those markets in Denmark is 25 per cent or more.
Even if the above conditions are met, the DCCA may, at its (very wide) discretion, require a full-form notification. Accordingly, it is recommended to discuss with the DCCA during the pre-notification phase what type of notification procedure is required, as a request for a full-form notification may result in significant additional costs in filing fees relative to the size of the transaction.
In this regard, on 1 July 2020, an amended executive order on the notification of mergers came into force, which was accompanied by updated DCCA guidelines. The order heightens and further details the requirements for information that must be provided in full-form notifications.
Among other things, the notification must now include information on the merging parties’ assessment of the counterfactual scenario, including an assessment of whether the parties will resume their previous business activities. Further, the notification must include information on affected markets and on supply-and-demand substitution (to the extent that the parties have such information). Finally, the order specifies the documents that must be submitted along with the notification.
In a 2017 case, Arbejdsmarkedets Tillægspension/Danica Ejendomsselskab ApS, the merging undertakings had submitted a simplified notification. However, a small market investigation led the DCCA to request a full-form notification resulting in a filing fee of 1.5 million Danish kroner instead of 50,000 Danish kroner. The merger was eventually approved following a simplified procedure, but the fees are not reimbursed in those instances.
A decision requiring the parties to file a full-form notification may be appealed to the Danish Competition Appeals Tribunal (the Tribunal) but is rarely overturned owing to the DCCA’s wide margin of discretion in deciding on the notification form. In the Dansk Supermarked/Wupti case (2015), the DCCA conducted a small market investigation, submitting a short list of questions to a handful of market participants, which led it to require a full-form notification. The parties challenged the decision before the Tribunal, claiming that the DCCA did not have sufficient grounds for requiring a full-form notification.
The Tribunal upheld the DCCA’s decision in 2016, which the District Court confirmed in 2018. In January 2020, the Western High Court ruled that the DCCA was permitted to require a full-form notification to conduct a minor market investigation (even though this resulted in a higher filing fee, and no substantial competition issues were eventually found).
Notification forms are available on the DCCA’s website (www.kfst.dk). There is no requirement for certifications, notarisations or other such items. Usually, notifications are filed in Danish, but the DCCA may accept notifications in English. This should be agreed with the DCCA before submission. Supporting documents may be submitted in Danish and English.
The substantive test under Danish law corresponds to the significant impediment of effective competition test under EU law and is interpreted in accordance with the case law of the European courts, as well as the case law and guidance of the Commission. Only concentrations that significantly impede effective competition, primarily as a result of the creation or strengthening of a dominant position, will be blocked by the Council or the DCCA.
Previously, the Council and the DCCA arguably had a more static, market-share based approach to findings of dominance and unilateral effects than the Commission. However, this tendency is changing, and in recent years the DCCA has significantly increased its use of economic evidence in Danish merger control proceedings.
In Polaris/Busselskaberne from April 2021, the Council assessed Polaris’ acquisition of four bus companies operating on the tourist bus market. Following the merger, Polaris would obtain a market share of 30–40 per cent on the market for tourist bus services, and a 90–100 per cent market share on the possibly narrower segment regarding tourist bus services for train operator customers. The Council was concerned about unilateral effects and a reduction of horizontal competition, owing to the high market shares.
However, upon further investigation, the Council found that there was no evidence suggesting that the parties had a special market position prior to the merger or that they would have such a position after the merger. The Council reached this conclusion based on the large number of smaller actors that would keep a competitive pressure on the parties, and the low barriers to market entry and expansion. Consequently, the Council approved the merger unconditionally.
In February 2021, the Council assessed the STARK/Jens Schultz case. Stark and Jens Schultz are both retailers of generalist building materials. Stark sought to acquire Jens Schultz, which would result in Stark obtaining a national market share of 30–40 per cent of the market for sale of building materials to professionals. The Council saw no problems regarding the national market but was concerned that the merger would impact the local market in South Funen, leading to Phase II investigations. The Council’s Illustrative Price Rise (IPR) assessment showed that the merger would reduce the competitive pressure and incentivise a local price increase.
However, an IPR assessment only provides a static picture, which led the Council to emphasise other factors such as the likelihood of competitors establishing themselves in the area following the merger, which would deter the incentive to raise prices. The Council concluded that the merger would not significantly impede competition on the market and approved the merger unconditionally in Phase II. After the merger, a competitor did, in fact, open a new branch in South Funen.
In April 2019, the DCCA assessed JP/Politikens Hus AS’ (JPPOL’s) acquisition of 70 per cent of the shares in Saxo AS in the JPPOL/Saxo case. The DCCA focused on two markets: the market for online sales of e-books to end-users and the market for online sales of physical books. The parties would obtain a market share of 20–30 per cent on the horizontally affected market for online sales of e-books to end-users. The market for online sales of physical books to end-users was not horizontally affected, but Saxo held 40–50 per cent of the market and it would be affected vertically since JPPOL is active as a publisher.
Regarding the vertically affected market, the DCCA assessed the risk of input foreclosure or customer foreclosure but found that the merged entity would not have the incentive to exert such a foreclosure. The DCCA also found no competition concerns regarding the horizontally affected market as there were several viable competitors, and the market was characterised by low entry barriers. Consequently, the merger was approved unconditionally in Phase I.
The vast majority of Danish mergers are approved. Thus far, only one, the Lemvigh Müller/AO case in 2008, has been prohibited since the introduction of merger control in Denmark in 2000. However, there are examples of merger notifications being withdrawn by the parties themselves prior to a decision by the Council. There are numerous reasons for withdrawing a notification.
A recent example was the contemplated merger between the Danish contracting company Arkil and NCC’s road service activities in Denmark, which was notified to the DCCA in September 2020. The agreement between the two parties contained a nine-month deadline for the DCCA’s approval of the merger. The DCCA’s assessment of the merger dragged on and was considerably more complicated than first anticipated by the parties, ultimately leading to the expiration of the deadline. On these grounds, Arkil decided to terminate the agreement and thus withdraw the notification from the DCCA in April 2021.
In another case, the JP/Politiken/Børsen Phase II case, a merger notification that was submitted in July 2016 was withdrawn by the parties in January 2017 before the authorities issued a final decision. The DCCA issued a draft decision in November 2016 and, according to the DCCA, the merger would have impeded effective competition in eight different markets. The parties proposed various remedies, but ultimately the parties withdrew the notification.
In the HusCompagniet/Eurodan-huse merger case concerning two construction companies, the parties had submitted a merger notification in October 2019; however, after the DCCA had performed initial market analyses and noted potential impediments of competition and higher prices on construction projects, the notification was withdrawn in June 2019.
As with joint ventures under EU law, the creation of a joint venture performing all the functions of an autonomous economic entity on a lasting basis is considered a concentration under Danish law. Similarly, if the joint venture may also have as its object or effect the coordination of the behaviour between parent companies, this will be assessed according to the rules on anticompetitive agreements (the Danish equivalent of article 101 of the Treaty on the Functioning of the European Union). In practice, the DCCA looks to case law and guidelines from the Commission when assessing aspects of a joint venture such as control and full functionality.
Prior to the European Court of Justice’s judgment in Austria Asphalt (C-248/16), the European Commission and the DCCA held that a change from sole control to joint control over an existing undertaking was subject to merger control, regardless of whether the full-function joint venture would perform, on a lasting basis, all the functions of an autonomous economic entity.
In 2018, Arbejdsmarkedets Tillægspension (ATP) and Danica Ejendomsselskab ApS (Danica) acquired Apartment No. 2 in Randers Storcenter (part of a shopping centre in central Denmark). The case brought up some interesting issues with regard to the DCCA’s jurisdiction. In 2017, Danica sold 50 per cent of its shares in 16 Danish shopping centres to ATP, which entailed the creation of a full-functioning joint venture. However, in 2018, the DCCA based the assessment of its own jurisdiction with regard to the acquisition of Apartment No. 2 in Randers Storcenter on the turnover of the parents (ATP and Danica) and not on the turnover of the joint venture.
Consequently, the acquisition of the apartment met the turnover threshold under the Danish competition rules and was subject to notification. However, the DCCA accepted a simplified notification on the basis of Danish rules equivalent to section 5(a) of the Commission Notice on a simplified procedure (the acquisition of joint control of a joint venture, provided that the joint venture has no, or negligible, actual or foreseen activities in Denmark).
If the DCCA finds that a merger gives rise to competition concerns, the parties may propose remedies to obtain an approval. Usually, the commitments will be discussed and agreed in Phase II.
According to the Competition Act, remedies may include:
- the divestiture of a company, parts of a company, assets or other interests;
- the granting of access to third parties to the merged entity’s technology, production facilities, distribution facilities or similar facilities; or
- other measures that may promote efficient competition.
The list of remedies is non-exhaustive. When proposing remedies, the parties must explain in detail how to implement the proposed remedies and how the proposed remedies will solve the competition concerns. The proposed remedies must be binding and must commit the parties either to act or not to act in a certain way. The DCCA may revoke its approval of remedies or impose fines on the parties if the parties fail to comply with the remedies.
In general, the DCCA seems to favour structural remedies over behavioural remedies. This preference is probably owing to the substantial resources that the competition authorities must deploy when reassessing behavioural remedies in the light of a new market situation, as well as the difficulties linked with controlling a merged entity’s compliance with behavioural remedies. However, behavioural remedies have been accepted by the competition authorities in recent cases.
The most recent mergers that have included remedies are SEAS-NVE/Ørsted (2020), Orifarm/Takeda (2021) and JPPOL/DAO/Bladkompagniet (2021).
In the Orifarm/Takeda case of March 2021, the pharmaceutical company Orifarm acquired a portfolio of 50 medicines and 43 different supplements and herbal remedies from the Japanese company Takeda. It was a very large international merger creating potential impediments of competition in several different national markets. For those as well as other reasons, the merger was taken under Phase II review.
To approve the merger, the DCCA required four different remedies. Three of the remedies were structural remedies comprising the divestment of seven different generic medicines, the divestment of five marketing authorisations for imported medicines and the divestment of the over-the-counter product Klarigen. As a behavioural remedy, the DCCA required that Orifarm join price-cap agreements made by the Danish Pharmaceutical Industry Association, the Ministry of Health and the Danish regions.
The JPPOL/DAO/Bladkompagniet case concerned JPPOL’s acquisition of majority shares of Dansk Avis Omdeling A/S (DAO) and A/S Bladkompagniet (Bladkompagniet). JPPOL is one of the largest Danish media companies, which, among other activities, publishes three major Danish newspapers. DAO and Bladkompagniet are the primary distributors of newspapers in Jutland and on Zealand respectively. The Council found that DAO and Bladkompagniet horizontally overlapped in the national market for distribution of newspapers, but that the actual competition between the two were limited.
However, the Council was concerned that the merger would affect the vertical market with regard to distribution of newspapers due to DAO’s and Bladkompagniet’s market shares of 99 per cent in their respective distribution areas. The Council found that the merger would allow JPPOL to determine the terms and prices on a substantial part of the distribution services market, and to limit competing publishers’ access to distribution services. Further, the Council considered that no companies other than DAO and Bladkompagniet offer the distribution services required by newspapers, and that it would not be profitable for new players to enter into the newspaper distribution market. Consequently, according to the Council the merger would incentivise JPPOL to raise prices for competing publishers of newspapers, thus creating input foreclosure and restrictions on effective competition.
In response, the parties proposed five behavioural remedies on the merger. DAO and Bladkompagniet committed to four behavioural remedies, mainly concerning a fair and transparent distribution of newspapers. JPPOL committed to sell products and services to DAO and Bladkompagniet on market terms, thus ensuring that the costs would not artificially increase, resulting in higher prices for distribution services. The Council found the remedies adequate and approved the merger in Phase I.
In 2020, the Council required remedies in relation to only one merger. In this case, SEAS-NVE Holding AS acquired parts of the Ørsted AS group, including 100 per cent of the shares and voting rights in Radius Forsyningsnet AS, Ørsted City Light AS, Ørsted Privatsalg El & Gas AS and Ørsted Varmeservice AS (Ørsted B2C). Ørsted A/S is the largest energy company in Denmark, focused on green and renewable energy, and SEAS-NVE is one of Denmark’s largest energy companies.
The Council found that post-merger, SEAS-NVE was estimated to have a 60–70 per cent market share in the market on retail supply of natural gasses for private individuals (the narrow market) and a 40–50 per cent market share in the market including both private individuals and small and medium-sized enterprises (the broad market). The Council applied different economic tools to evaluate SEAS-NVE’s ability to raise the prices on natural gasses after the merger. When assessing the diversion ratio, it found that SEAS-NVE and Ørsted B2C were each other’s biggest competitor as large percentages of SEAS-NVE’s and Ørsted B2C’s customers transfer between one and the other company. No other market players exerted a resemblant competitive pressure. The Council also conducted an illustrative price rise assessment, which revealed that the lessened competitive pressure would provide an incentive to increase prices.
Considering all those factors, the Council assessed that the risk of a detrimental price increase was high; thus, it concluded that the merger would impede effective competition in the natural gas retail supply market. Consequently, a rather straightforward structural remedy was proposed: SEAS-NVE would divest the 107,000 natural gas customers that it received from Ørsted B2C. The Council found that this remedy was sufficient and approved the merger in Phase I.
If a merger is approved with remedies, the remedies may be partly or fully cancelled at a later stage if the circumstances have changed significantly.
According to the DCCA’s guidance paper on merger filings, the parties are encouraged to consider remedies as early in the process as possible if the concentration may give rise to concerns. Otherwise, the approval process may be prolonged. The parties can also expect the DCCA to market test the remedies. Either the DCCA will contact third parties directly or the proposed remedies will be published on the DCCA’s website with a request to third parties to comment.
As with EU notifications, approvals by the DCCA automatically cover ancillary restrictions. It is up to the parties to assess whether there are any ancillary restrictions that need to be evaluated by the DCCA with regard to a merger. The Commission’s guidelines and case law apply.
The Council’s decisions in merger cases may be appealed by the notifying parties to either the Tribunal or directly to the Danish courts, if the decision concerns the substance of the case (as opposed to decisions on formality). If decisions are appealed to the Tribunal, they may, in turn, still be appealed to the Danish courts. In both cases of appeal to the Tribunal or directly to the courts, an appeal must be lodged within eight weeks of the Council’s decision, and the Tribunal and Danish courts will have the competence to examine all aspects of the decision. It is also possible to appeal only parts of the decision.
After a merger has been approved, the Council may impose injunctions, as necessary, to secure timely compliance with the accepted remedies.
Third parties have no right to appeal merger decisions to the Tribunal. However, a third party may, if sufficient legal interest is demonstrated, bring the decision of the Council before the Danish courts.