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English abstract: This thesis seeks to clarify the extent of listed companies' disclosure obligation under MAR article 17(1), cf. article 7(1)(a), including the extent to which listed companies are required to investigate when inside information exists. Therefore, the thesis will first analyse the conditions for when inside information exists, cf. MAR article 7(1)(a). Subsequently, it will be clarified when a company can be considered to have published the inside information as soon as possible, as well as the extent of the company's obligation to examine inside information prior to its classification. On the basis of the analysis of practice from the entry into force of the MAD until now, the investigation has shown that the shift forward of the time of reality and thus also the date of publication, to now include both circumstances or events that exist or which can reasonably be expected to come into existence or occur, has made it difficult for the companies to assess when inside information is present, including from what point in time the inside information must be disclosed as soon as possible after. The shift forward of the time of publication has also led to an inappropriate legal status, as companies in certain cases are forced to publish matters of a preliminary and uncertain nature, and thus the changed legal status does not necessarily contribute positively to always creating a correct momentary picture of the company's current situation. For that reason, the European Commission has put forward the proposal for the Listing Act-package. The requirement for the company to publish inside information as soon as possible establishes a requirement that the company, as soon as a matter is classified as inside information, must disclose it, unless there is a need for a reasonable time to clarify the situation, especially in connection with the uncertain inside information. In addition, it is also a requirement that the company must seek to clarify as soon as pos

English abstract: The present master's thesis investigates Simple Agreements for Future Equity (SAFEs) as a financing instrument in the context of Danish law. A SAFE is a standardized investment agreement designed to simplify and lower the costs of obtaining bridge financing for early-stage companies. Fundamentally, a SAFE is a deferred equity investment where the investor makes an upfront investment in a company in consideration of a right to receive future equity contingent upon certain triggering events. This provides the company with immediate funding and the investor with a future equity interest at a discount to the investors in the following priced equity round. SAFEs were developed in the startup ecosystem of Silicon Valley as an alternative to the predominant bridge financing instrument, convertible debt notes. Convertible debt notes, however, carry certain drawbacks such as added debt to the balance sheet, a repayment obligation and interest - all of which SAFEs do not have. The study examines the compatibility of SAFEs with the Danish Companies Act and assesses the instrument's suitability as an alternative to convertible debt notes. The analysis reveals that while SAFEs can be adapted to align with the Danish Companies Act, notable adjustments are necessary due to fundamental differences between US and Danish corporate law. However, structuring SAFEs as an investment contract governed by Danish contract law has unfavourable tax implications, rendering the instrument unsuitable for both investors and issuers. To address this, the study explores the possibility of structuring SAFEs as warrants issued under the Danish Companies Act. This triggers the favourable qualification as a subscription right under Danish tax law, providing both the investor and the issuer with tax exemption in respect of the investment. This approach, however, entails drafting of extensive legal documentation in addition to holding a general meeting upon which the issuance of warrant

English abstract: This master thesis examines democratic companies within the context of their challenges and the proposed Danish legislation aimed at improving conditions for such entities. Democratic companies hold a unique position of respect and recognition in Denmark, largely due to their significant contribution to the Danish co-operative movement. In present, these companies continue to play a vital role in Danish society but have also encountered several challenges, which the proposed legislation seeks to address. The thesis explores the understanding of democratic companies and their historical background in Denmark. Although the term does not refer to a specific corporate form, the thesis reveals that a democratic company is typically established as a cooperative or an association with limited liability. This is largely because the legislation governing these corporate forms aligns well with the core cooperative principles characteristic of democratic companies. The focus on these two corporate forms in the proposed legislation supports this view. A legal historical examination of legislative attempts concerning cooperatives is conducted, highlighting the profound respect for the autonomy and self-regulation of democratic companies in Denmark. The proposed legislation introduces key changes for democratic companies. A notable provision allows the inclusion of investing participants, a particularly revolutionary concept for a cooperative with limited liability. It is assessed that this provision will improve financing options for democratic companies, although most notably for a cooperative with limited liability. Furthermore, the proposed legislation suggests expanding the conversion options and introducing asset protection for democratic companies. These regulatory changes are considered a step in the right direction towards better conditions for such companies. However, a proposal for simpler rules regarding employee ownership is deemed poorly worded, la

English abstract: This thesis explores the concept of the company’s interest and how recent developments in corporate law have influenced the understanding hereof, particularly focusing on the regulation of listed companies' responsibility for the sustainable development in broad terms. Historically, the concept was equated solely with the shareholders’ interests. An examination of legislation, case law and legal literature shows that today, the prevailing scholars align the company’s interest with the collective long-term financial interest of shareholders and, in insolvency situations, creditors’ collective interests. However, by analysing recent trends in EU corporate law and corporate governance respectively, the thesis identifies a movement towards holding particularly listed companies accountable for their sustainability. The analysis shows a clear intention from EU legislators, proposing to hold companies and their management accountable for the companies' impacts on the sustainability transition. The thesis concludes that the company’s interest should be redefined to accommodate broader stakeholders’ interests in large, listed companies, even at the expense of the shareholders’ financial interests. This is based on an examination of the Danish legal literature in the context of the identified trends within corporate governance and EU corporate law. Thus, the company’s interest is defined as the ensuring of long-term value creation for its stakeholders, including the shareholders collectively, the company’s creditors, its employees, and society. In the event of conflicting interests, the long-term financial interests of the shareholders take precedence over other stakeholders. However, the emphasis on shareholders is reduced based on the company’s circumstances. The conclusion shows that the board’s decisions entail a balancing of interests, depending on the company’s affairs, meaning that broader interests of society ought to gain more weight in the balancin

Artiklen behandler kritikken af tilsynsrådet og foreslår emner for reform af Selskabsloven.

Forbuddet i SL § 1, stk. 3, mod, at ApS retter henvendelse til offentligheden er uforenelig med Crowdfundingforordningen.

Indføring i de to discipliner, anvendes som lærebog og opslagsværk.

En kritik af EU-børsrettens tilbudspligt

Redegørelse for Højesterets afgørelse i Capinordic samt nedsættelsen af Ansvarsudvalget.

Kommentar om Kommissionens initiativ om såkaldt bæredygtig selskabsledelse, der er blevet kritiseret for ikke at opfylde mindstemålet til sagligt grundlag, som krævet efter nærhedsprincippet. Initiativet blev senere underkendt af Kommissionens egen kontrolinstans og er nu under genovervejelse.

En oversigt over aktionærers, herunder moderselskabers ansvar og hæftelse efter dansk ret.

Lærebog om børsret efter MAR og MiFID-reformen

Antologi med bidrag fra konference afholdt på Københavns Universitet i anledning af 100 året for selskabslovens vedtagelse.

Bidraget drøfter påvirkningen fra EU-retten af dansk selskabsret, forholdet mellem selskabslovgivning og anbefalinger, og revision af de gældende regler om IVS mv.

Værket er bind 2, hvor bind 1 angår kønslighed i bestyrelser. Bind 2 indeholder en række landerapporter.