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DreistStorgaard Advokater has acted as legal adviser to Jacob Post Styret Underboring A/S in connection with the transfer to the international group Infra Group. The transaction strengthens the company’s position in the market for horizontal directional drilling and marks a new strategic chapter for Jacob Post Styret Underboring A/S.
“It has been crucial for us to have an adviser who understood both our business and our ambitions. Nikolaj and the team have, throughout the process, provided professional and solution-oriented advice, which has created confidence and ensured a smooth completion of the transaction”
Sebastian Koyer, Managing Director of Jacob Post Styret Underboring A/S
With the acquisition, strong competencies within horizontal directional drilling and civil works are brought together. Jacob Post Styret Underboring A/S contributes specialised expertise and more than 17 years of experience in horizontal directional drilling. This experience will create significant value for Infra Group, which has a broad organisational and strategic platform within infrastructure and utility projects.
Together, the parties create a solid foundation for handling both larger and more complex projects going forward.
DreistStorgaard has acted as adviser throughout the process, from the initial negotiations and structuring of the transaction to due diligence and final completion.
The team consisted of partner and attorney Nikolaj Bak-Christensen and commercial lawyer Alexander Elmgreen, who ensured an efficient and value-creating process for the client.
We thank the parties for a strong and trusting collaboration and extend our warmest congratulations on the transaction.
DreistStorgaard Advokater has provided strategic and legal advice to JO Plast A/S in connection with the sale of the company to Vink Nordic Holding.
JO Plast A/S is a specialised B2B subcontractor in plastics processing, based in Stilling near Skanderborg. The company has annual revenue of approximately DKK 30 million, employs 16 people and is known for high quality, flexibility and short delivery times. The sale enables JO Plast to continue its development as part of a strong and specialised industrial group.
“The sales process was complex, and for us it was crucial to have an adviser who both understood the business and could translate the law into concrete, workable solutions. DreistStorgaard has not only been able to deliver the legal transaction expertise in relation to an international buyer, but has also been able to assess the financial calculations and then negotiate in a way that both buyer and seller found an attractive price point for both parties, resulting in the transaction being completed to everyone’s satisfaction. Throughout the process, the transaction team created the overview and reassurance that enabled us to make the right decisions in a process we have never carried out before—moreover over Christmas and New Year.”
Jan Szklany, JO Plast A/S
DreistStorgaard acted as trusted adviser to the owners of JO Plast A/S and assisted throughout the entire sales process. The advice was characterised by close dialogue, high availability and a pragmatic approach, where legal solutions support the business.
The advice included, among other things:
Advisory team: The matter was handled by partner and attorney-at-law (H) Svend-Aage Dreist Hansen, partner and attorney-at-law (L) Martin Skovbjerg, and legal case handler Sarah Nordstrøm.
As of 1 January, DreistStorgaard Law firm will establish a new office in Copenhagen. At the same time, three new partners, Nicholas Ørum Keller, Nikolaj Bak-Christensen and Thomas Grue Baruch, together with eight employees will join the firm, all coming from Baker Tilly Legal Firm. The three partners will enter the partner group and take an active role in the continued development of the firm.
“We are proud of our history and values, but we have always kept our focus on the future. This expansion is part of our long-term strategy. We are strengthening our professional environment and expanding our local presence to serve our clients even better. With the new partners, we gain additional energy, expertise and perspectives that align with the direction in which we wish to grow,” adds CEO and owner Svend-Aage Dreist Hansen.
The three new partners bring strong expertise within M&A, corporate law, commercial law, employment law, construction law, real estate, compliance and marketing law. They will become an integrated part of DreistStorgaard and strengthen the firm’s existing practice areas.
The agreement also reflects a shared ambition to ensure a smooth generational transition with partners who share the core values that define DreistStorgaard.
“We look forward to becoming part of DreistStorgaard and contributing to the company’s continued development. We share the ambition of combining high legal professionalism with a practical and business-oriented approach to advisory services. We also value the culture and strong sense of community that characterizes DreistStorgaard, it provides a solid foundation for achieving results together,” say Nicholas Ørum Keller, Nikolaj Bak-Christensen and Thomas Grue Baruch.
Both parties expect significant synergies and future growth.
DreistStorgaard currently has offices in Køge, Holbæk, Sorø, Roskilde, Næstved, Aarhus and Copenhagen. Until now, the existing Copenhagen office has functioned as an internal workspace and has not been open to clients.
With the launch of a fully client-facing office in Copenhagen, DreistStorgaard is taking an important step forward in its growth journey. This expansion comes after several years of substantial progress and rising demand from clients nationwide.
“It is a natural and important step for DreistStorgaard to formally open in Copenhagen. For many years, we have built a strong foundation with local and regional roots, and by establishing a client-facing office in Copenhagen, we strengthen our position and accessibility for both existing and new clients,” says CEO Svend-Aage Dreist Hansen.
Earlier this year, DreistStorgaard celebrated its 10-year anniversary. The firm is owned by Svend-Aage Dreist Hansen and Søren Storgaard, who together have more than 30 years of experience in the industry.
DreistStorgaard Law firm is a nationwide full-service law firm dedicated to creating value for clients through high professionalism, accessibility and strong relationships. The firm has over 120 employees and offices in Køge, Aarhus, Copenhagen, Roskilde, Næstved, Sorø and Holbæk. We advise a wide range of clients from private individuals to local and national companies as well as international companies. We work closely across teams and practice areas and take pride in being a law firm with a solid professional foundation and a strong focus on people.
Baker Tilly Legal firm provides high-quality legal advice to both Danish and international companies, combining strong professional expertise with solid business understanding. We work passionately to create value for our clients and tailor solutions that are targeted and results oriented.
Svend-Aage Dreist Hansen, CEO og partner (DreistStorgaard)
M: 4015 0917, E: sah@dslaw.dk
Nicholas Ørum Keller, Managing Partner (Baker Tilly Legal)
M: +45 2824 8230, E: nik@bakertillylegal.dk
Janne Jelstad, Communication and press (DreistStorgaard)
M: +45 2992 3694, E: jel@dslaw.dk
A few weeks ago, the government submitted a draft law for consultation that will affect all companies – including Danish ones – that enter into agreements with public authorities and companies within areas that are characterized as either a critical sector, critical technology or critical infrastructure.
The consultation period expired on 29 March 2023, and after that we expect a rapid adoption of the legislative changes that the proposal will entail, probably by mid-2023 at the latest.
What a critical sector, critical technology and critical infrastructure?
The Investment Screening Act has been in force since 2021, and has meant that the purchase of and investment in Danish companies by foreign persons and companies, the establishment of subsidiaries in Denmark and the conclusion of certain agreements with Danish contracting parties must be pre-approved by the Danish Business Authority, if we are within the scope of a number of critical sectors, critical technology and critical infrastructure, cf. the overview at the bottom of this news (in English).
In this context, Denmark has defined what is critical very broadly, also when we compare ourselves with the other EU countries. We find that concrete clarification is often needed as to whether a given technology is critical or whether an area is actually defined as critical infrastructure.
The new rules will initially only come into effect in the area of energy, and this is done in order to frame the conclusion of an agreement regarding the future energy island in the North Sea, but it is expected that a large number of the other critical areas will be covered before the end of 2023.
Public contracts
The new rules aim at any "public contract". Public contracts are very broadly defined as any goods purchase, construction, framework, supplier, operating, service or concession agreement (i.e. in relation to the latter, where a contracting authority transfers responsibility for the delivery of a construction work or a service to a supplier who, as consideration for this, either receives the right to use the construction work or the service or this right together with the payment of a price) within a critical area, which is entered into with state, regional and municipal authorities, bodies governed by public law and associations of one or more of these authorities or one or more of these public law bodies as well as state companies.
There is no lower limit for what value the public contract must have in order to be approved. If it concerns a critical area, the value is immaterial.
Purely Danish companies are also covered.
Until now, investment screening has been reserved for cases where foreigners were involved, including in relation to Danish companies owned from abroad.
But the new screening rules in the area of public contracts apply to all contracting parties, and thus also purely Danish companies.
This is, of course, a very drastic expansion of the scope of application of the rules, and something that must be expected to entail significant administrative burdens for companies that have the public sector as customers.
Subcontractors
Furthermore, the focus of the new rules is not only on the direct contracting party, as subcontractors must also be specified and approved as part of the procedure at the Danish Business Authority. If the subcontractors of e.g. significant partial deliveries are not known at the time of the contract award, the Danish Business Authority can set a condition in the permit that these must be approved when they are appointed.
The companies that apply must therefore have incredibly good control over the use of subcontractors and they may have significant administrative burdens, also during the contract period.
The approval process
The process of approval can risk significantly delaying the conclusion of the contract, as the application must, as a rule, only be submitted once a party to the agreement has been identified for the agreement in question. In special cases, e.g. in relation to the tender process around the energy island in the North Sea, however, a requirement can be made that all bidders are approved before awarding.
It is always the contracting party that must apply for permission from the Danish Business Authority. However, the covered public actors are also obliged by law, as a final agreement may not be entered into before permission has been obtained. For the same reason, an agreement entered into without permission is invalid.
It is planned that unproblematic applications can be processed within a period of 45 working days, whereas, in relation to complicated applications that require a "phase 2" review, there is a deadline of 125 working days.
The approval procedure also applies to public tenders.
It is the specific conclusion of the agreement that is approved, and companies cannot thus be "pre-approved" to enter into an agreement with the public sector.
DreistStorgaard's comments
It is our opinion that the rules for entering into agreements with public actors are significantly complicated. The complexity that has been there so far in terms of tendering rules is increasing significantly.
Advisors will now often have to be involved in connection with entering into an agreement, particularly in relation to whether this requires approval, and if so, handling the application process itself. This means that the costs of entering into an agreement with public actors may risk increasing significantly.
Since it is not only the company itself that must be approved, but also the subcontractors, this requires a very strict handling of the subcontractors and that one considers whether they could endanger an approval. This too risks becoming a significant administrative burden and, of course, particularly for small and large companies and in relation to agreements that are not currently covered by the procurement rules.
One can therefore hope that based on the consultation response from the organizations that have been asked for advice, there will be a relaxation of the rules before they are adopted, but if the process is the same as when the Investment Screening Act was adopted in May 2021, then there will probably be changes only very little in relation to the scope of the law.
If you have questions about this area, you can contact DreistStorgaard's expert in the area, partner and lawyer Nikolaj Juhl Hansen at njh@dslaw.dk or +4527740507.
If a customer does not pay, it may be advantageous for the sake of the customer relationship to initially send the customer a friendly reminder of the non-payment. It could be that there has been a cross-payment or that the non-payment is simply due to an oversight.
If the customer still does not pay, you should send a reminder letter to the customer. There is neither an upper nor a lower limit to how many reminders you must send to the customer before the case is, for example, handed over to our debt collection department.
However, there is a limit to how many reminder fees you may charge: You may only claim a total of three reminder fees spread over three reminder letters sent at least 10 days apart. The reminder fee must be clearly stated in the reminder letter and must, as a rule, amount to no more than DKK 100.
It is important that during the reminder process you consider whether it is time to send the claim to debt collection. In this connection, it would be appropriate to keep an eye on when the claim expires. Invoice claims expire after 3 years as a starting point. The claim should therefore be sent to debt collection in good time before then.
If, despite reminder letters, the customer still does not pay, there are two options for the further process regarding recovery of the amount.
Option 1)
You can either choose to send a collection notice to the debtor yourself. In that case, it is important that the debt collection notice states that the debtor can pay off the claim within a minimum of 10 days without incurring additional costs, and that the case will be sent to debt collection with additional costs for the debtor if payment is not made , cf. § 10 of the Debt Collection Act.
Option 2)
You can also choose to simply send the matter to our debt collection department, which will subsequently send a debt collection notice - and a letter to the debtor.
Depending on the nature of the case, the case can subsequently be sent to the enforcement court with a view to obtaining a judgment for the claim as well as the possibility of obtaining security in the debtor's assets, if any.
The Danish Parliament has recently adopted an amendment to the Annual Accounts Act, so that the deadline for reporting the annual report will henceforth be 6 months. In this connection, we encourage all companies to check whether their articles of association contain a wording about the previous reporting period of 5 months, and we are happy to help you check and make the necessary changes.
For example, if a company's articles of association contain a wording that an ordinary general meeting must be held within 5 months of the end of the previous financial year, the articles of association should be amended so that the general meeting can be held within 6 months of the end of the previous financial year.
In the same connection, we encourage companies with a board of directors to review their rules of procedure. We find that many auditors in recent years have tightened up their responsibility to check whether a company holds the number of board meetings stated in the company's rules of procedure and whether minutes of the meetings have been prepared. Therefore, the rules of procedure should reflect reality.
There is no requirement for a specific number of board meetings, but it is considered good management to hold a minimum of 4 annual meetings.
We are of course happy to help check your company's articles of association and any rules of procedure and make the appropriate changes.
You are more than welcome to contact DreistStorgaard on tel.: 5664 3320 or by email kontakt@dslaw.dk.
The current economic situation in 2022 means that we will experience more bankruptcies. Unfortunately, the trend shows an upward curve and here in October it is expected that the number of bankruptcies will also be high, as in the previous months [1] . This is where restructuring can be used to make a last ditch effort to prevent bankruptcy and give the company a chance to get back on its feet.
The purpose of a reconstruction
It is to place the company in a state of hibernation, where the financial conditions are examined and where the options for saving all or part of the company are clarified. It provides an overall overview of how best to handle the liquidity crisis. The creditors may have different interests and one option for them to take care of them is to enter into composition agreements where the amount of the debt is reduced. In a number of cases, the creditor may be better off by waiving part of the debt during a restructuring than by taking the company under bankruptcy proceedings.
Why does the company end up in a reconstruction
If the company has liquidity problems and fails to pay their bills on time. But even if you are no longer able to pay your bills on time, it does not necessarily mean that you have a bad business.[2] In many cases, the poor liquidity can be caused, for example, by a large customer going bankrupt, a lost court case or the like, where an unexpected loss occurs.
The practicalities of reconstruction
You can, both as an owner or as a creditor, where the payment has not taken place on time, request a reconstruction in the probate court.
It can be a long process, but typically takes about 7 months and must be completed within 12 months, otherwise the probate court automatically requests bankruptcy proceedings. During this period, a reconstructor will be appointed to handle the process. At the same time, a planning meeting with the creditors is scheduled, and then an advertisement is placed in the Statstidende, where the creditors are encouraged to register their claims and come to the planning meeting in the bankruptcy court. The planning meeting itself includes a vote where the creditors must vote on whether they can approve the overall plan from the reconstructor. If the overall plan is approved, the final reconstruction proposal must be drawn up within 6 months, which must then be adopted at a voting meeting in the bankruptcy court. If the proposal is accepted and confirmed by the probate court, it has legal effect and thereby also applies to creditors who may not have voted in favor.
If the plan for reconstruction cannot be adopted, the bankruptcy court will basically declare the company bankrupt.
Counseling
At DreistStorgaard, we have extensive experience in advising companies in connection with liquidity problems. Our specialists are familiar with the issues of insolvency law and can therefore help with the establishment and implementation of financial reconstructions of crisis-affected and insolvent companies.
We are ready to advise and help you
Contact us on 5663 4466 or kontakt@dslaw.dk
By lawyer Steffen Kristiansen
[1] https://www.finanshus.dk/makrookenomi/brat-stigning-i-konkurser/
[2] https://www.finanshus.dk/makrookenomi/brat-stigning-i-konkurser/
When you are married, everything is regulated in legislation - almost down to the smallest detail. But if, on the other hand, you live with your girlfriend, there are only a few rules that you can rely on. In this article, you can read more about some of the most problematic situations in a cohabitation annulment.
When you live in a cohabitation relationship at a shared residence, you are not spouses, but only unmarried cohabitants in the sense of the law.
Unmarried cohabitants differ from spouses in that there is no automatic change in the financial position between the parties or the right to inherit from one another when you move in together. The parties in a cohabitation relationship do not have community property, but the parties each own their own assets and dispose of them alone. In addition, you are only liable for your own debt and not that of the joint supplier. You can easily own an object in joint ownership. This could be, for example, that you buy a new sofa, where you share the cost. Then one party will own 50% of the sofa, while the other party will own the other 50% of the sofa.
When terminating cohabitation, one must be aware that, in general, maintenance or compensation cannot be demanded for a lopsided division of joint expenses during cohabitation.
Below, there is a bit about the most problematic things when cohabitation is terminated.
Car
Rental property
Real estate
Do you need advice or help to move forward? Then contact us today on +45 5663 4466 or write to us at kontakt@dslaw.dk
By associate attorney Mette Tarp Pedersen
What conditions should you be aware of if you want to buy real estate at foreclosure?
What is a foreclosure?
A forced auction is a forced sale of e.g. an immovable property, but also movable property can be subject to being sold at forced auction. An immovable property can be requested via the Bailiff's Court to be sold at a forced auction if the owner does not pay his debt and the creditor has security for the monetary claim in the property.
The current situation in Denmark
New figures for October from Statistics Denmark show that the number of forced auctions is still low, but there has been an increase in recent months. The expectations for next year are that the increase will continue and that more properties will be foreclosed on. The high level of interest means that many families experience financial challenges, and therefore do not have the finances to sit in their home.
If you are therefore considering whether to buy a property at foreclosure, there are a number of factors that you must be aware of. You can often make a good deal, but it is not risk-free, and there can be challenges that arise in connection with buying at foreclosure.
Compulsory auctions are advertised in the Statstidende, and typically also on several housing portals, e.g. foreclosures.dk and boligsiden.dk.
General conditions that you must be aware of
Preparation is the most important element in the process of buying real estate. It is important that before bidding on the property, you have seen it and familiarized yourself thoroughly with the special conditions that apply to this particular property. The most important information about the property can be found in the sales listing.
In general, you must be aware of the property's condition, rights/obligations that fall on the property, special auction conditions and costs.
The property is purchased as occupied, i.e. that it is not possible to take out a change of ownership insurance, just as it is not possible to make a claim for errors and omissions against the previous owner. It is therefore always a good idea to inspect the property before the auction.
Furthermore, be aware that the property has special obligations in relation to leases, possibly old tenant requirements, registered easements, local plan etc., which have an impact on the use of the property.
Regarding the bid, it is not the only amount that must be paid. In addition to the bid, the auction buyer must pay the largest amount, which constitutes the preferential claims, e.g. property taxes and court costs. In addition, the buyer must pay an auction fee of DKK 1,500 and the costs of land registration. Finally, the auction buyer may have to pay any frozen ground debt.
When the bid has been given, and has been accepted as being the highest bid, you must provide security for your bid. In practical terms, this means that if your bid is the highest, you must be able to provide security to the bailiff that you can pay the entire purchase price. This can be done by submitting a written declaration from a lawyer or by a bank guarantee. Furthermore, you should also know that your bid is binding for 6 weeks, even if a new auction is requested.
The owner or a mortgagee who does not obtain full coverage can request a new auction in the hope that a higher bid will be received. A 3rd auction cannot be requested, and at a new auction the hammer will be announced to the highest bidder.
As an auction buyer, you get possession of the property when the bailiff has received the entire security for the fulfillment of the conditions. This can advantageously be done with a lawyer's declaration. In addition, as an auction buyer, you yourself must pay the creditors who have a claim according to the auction and get the auction deed registered on the property.
Counseling
If the preparatory work is done well, then it can be advantageous to buy real estate at a foreclosure. At DreistStorgaard, our lawyers have the skills to help you with the legwork and advise you on the purchase of a property at foreclosure. If you therefore need our help, do not hesitate to contact us on phone 56 63 44 66 or send an email to kontakt@dslaw.dk
By lawyer Katja Skovlund Jensen
There are rules for how large an amount you can give to your loved ones each year. As 2022 is drawing to a close, it may be that the last families have to consider whether a gift for their loved ones should be reached this year.
According to the law, you must give a gift to your loved ones every year. It is a requirement that there is actually a transfer of an asset, but it is not a requirement that the gift is cash. The gift can also be an asset, such as a painting or a car. The gift just needs to be able to be valued.
To whom can I give a gift and how much can I give?
Here is an overview of who you can give gifts to and how much you can give according to the rates for 2022:
In 2023, the amounts will rise to DKK 71,500 for children, grandchildren, parents, grandparents and unmarried cohabitants, while children-in-law may be given DKK 25,000.
Persons who do not appear on the above list – for example siblings, nieces and nephews – may not be given a tax-free gift. Here, you must instead state the gift on your tax return, as the gift is subject to income tax. The amount limit applies per person, which means that a parent couple can in 2022 give a child DKK 139,000 in total.
Please note that it is always a good idea to create a gift certificate when giving a gift of high value. The deed of gift ensures that it is actually a gift, should SKAT question the gift. In this way, neither the giver nor the recipient risks having to pay gift tax, even if the value of the gift is below the current maximum limit for tax-free gifts.
What if I want to give a larger gift?
If you want to give a gift that is greater than the annual limit for tax-free gifts, you can make use of the family loan. With a family loan, a promissory note is created between the gift giver and gift recipient, where the gift recipient actually owes the gift giver money. The gift giver then has the opportunity to reduce the loan continuously each year with the annual tax-free gift amount.
A family loan has the advantage that you can give a large gift at once. This is practical if, for example, the gift recipient has to use the amount on the payment for a house or the like.
Example of tax-free gift via family loan:
In this example, the family loan will be settled in 5 years. If you had not set up the family loan, but simply transferred DKK 300,000 as a gift, then 15% tax on DKK 230,500 would have to be paid.
When should I hand over the gift?
The gift must be handed over in the year in which you want the gift to be given. So you must not wait until 2023 to give your child DKK 141,000 as a gift for both 2023 and 2022. SKAT considers it as if you have given your child one gift in 2023, and tax of 15% of the amount over DKK 71,500 must therefore be paid.
By associate attorney Mette Tarp Pedersen
Do you need legal advice? We are ready to help.
At DreistStorgaard you will meet experienced specialists with strong professional skills.
Contact us today.
"A really good collaboration from start to finish. Svend-Aage Dreist Hansen and Carina Halby Hansen have been competent, professional, detail-oriented and have guided us safely through first a house sale and subsequently a house purchase."
"We used DreistStorgaard Advokater in connection with the purchase of a summer house. Søren Storgaard and Carina Halby have been super fast and very competent. We felt completely safe. Highly recommended."
"Christine Finderup Vigsted is an excellent professional. I felt comfortable with her handling all documentation and transfer during the sale of my apartment. She was always very helpful and answered all my questions."
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