Jesper Lau Hansen

The New Danish Companies Act of 2009

In EBOR 10(1) (2009, pp. 73–95), the Green Paper on a new Danish Companies Act was described in some detail. The Act has now been passed mostly as proposed in the Green Paper, except for some issues in respect of capital maintenance and the transfer of the registered seat of a company. Against this background, the main features of the new Act are explored and the minor differences from the original proposal are explained. It is concluded that although the new Act is now at the forefront of European company law and is especially well-suited to the needs of foreign enterprises and investors, reform is still necessary on a European level.

The Danish Green Paper on Company Law Reform — Modernising Company Law in the 21st Century

A wave of company law reform has swept across Europe and has now reached Denmark, where a proposal for a new combined companies act has been put forward and will soon enter the legislative process. In this article, the driving forces behind these reforms are explored. They are: the freedom to choose among the company law regimes of the European Union that follows from the case law of the EC Court of Justice; the demise of the doctrine of protection of capital; and the increasing insignificance of the distinction within company law between public and private limited companies. The main tenets of the Danish reform are: the introduction of a combined companies act to cover both the public and the private limited company; the possibility to choose between the main corporate governance models known in European company law, which, in combination with the possibility to use English at board meetings, the general meeting of shareholders and in public documents and accounts, should cater to the needs of cross-border business and investment; and a relaxation of the capital regime allowing limited companies more freedom in deciding the structure of their share capital and the distribution of control.

Women’s Path to the Boardroom: The Case of Denmark

The representation of women in corporate directorships in Denmark has only been improving slowly over the last few years. Despite the slow progress at home and more active policies in neighboring countries and at the EU level, the Danish government has thus far resisted implementing board gender quotas. This chapter reviews the rules, trends and main debates surrounding board gender diversity in Denmark. We describe the main features of the country’s corporate governance system and overview the gender composition of Danish boards and the country’s efforts with regard to women’s representation in the top positions. We suggest that the low incidence of Danish women on boards is due to both the shortage of female candidates, especially women with leadership skills, as well as the persisting preferences of firms for “traditional” types of director characteristics and skills. We argue that further efforts in Denmark need to be directed toward facilitating women’s promotion to leadership positions, and also toward increasing firms’ (owners’) awareness of the benefits of gender-diverse boards.

Coping with Emerging Federalism – Working with Securities Trading in the European Union

Only fairly recently has the law on securities regulation been subject to legislation, first and only on a framework basis on the national level and lately, but very profoundly on a European level as a consequence of the Financial Services Action Plan, that was carried out from 2000–2005. The ensuring legislation has produced a body of harmonised law that is highly detailed and mostly implemented verbatim in national law. The introduction of European Union (EU) law has complicated the traditional use of national law, partly by changing the reliance on preparatory works in traditional Nordic jurisprudence, partly by introducing new layers of legislation and new parties to the legislative process. The emerging federalisation of EU law is just entering a new and even more pronounced phase following the entry into force of the Lisbon Treaty. This article assess the development up to now by first presenting the distinct legal discipline of securities trading law and then exploring the problems arising from the rapid introduction of EU law within this narrow area of law.

The Danish Green Paper on Insider Dealing

A Danish Green Paper published in July 2010 provides an in-depth analysis of current EU law on insider dealing against the background of the case law of the Court of Justice of the European Union, and provides some very useful examples that illustrate the extent of the ban on insider dealing and thereby also when trading may be considered lawful.