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DreistStorgaard continues the transaction season in the hot mid cap M&A market

DreistStorgaard has advised the owners of Brandgruppen ApS in connection with the merger with American Jensen Hughes. Brandgruppen is a consulting engineering company specializing in certified fire consulting, and is one of Denmark’s leading companies in this area. Jensen Hughes, headquartered in Maryland, USA, is the absolute largest and leading consultant in the USA, Europe and the rest of the world within fire safety of all types of construction, construction projects and warehouses, etc. Jensen Hughes consists of over 1,500 specialists who work with fire safety and projects in over 100 different countries and are associated with over 300 professional committees within fire safety. Thomas Schleidt, Allan Anton Hansen and Nicholas Lavard Brogaard established Brandgruppen in 2021, and thus already become part of the world’s largest company in this industry. Thomas Schleidt says of the transaction: “Becoming part of Jensen Hughes contributes to even more ongoing development of our fire technical qualifications and knowledge. This gives us both the opportunity to raise the professional level in Denmark and an even greater basis for creating value for our strong, permanent and future customer relationships in Denmark”. Allan, Thomas and Nicholas agree about the collaboration with DreistStorgaard: “We have received really competent assistance from DreistStorgaard’s team. They have helped us navigate such a cross-border M&A transaction, where a large American company naturally has its own way of doing things. Quick reactions and a commercial attitude have made us feel completely safe”. Client partner at DreistStorgaard is Svend-Aage Dreist Hansen and the team that has worked on the case also includes partner Nikolaj Juhl Hansen as well as Casper Simonsen and Christina Egevang. Svend-Aage Dreist Hansen says: “We enjoyed working with the three partners in the Brand Group. Impressive to become part of the world’s largest in the market after being in business for less than 2 years. I definitely believe that Brandgruppen and Jensen Hughes will be very successful in Denmark. Thanks to the team for a great effort.” The hallways at DreistStorgaard’s M&A team are currently busy. Nikolaj Juhl Hansen, who at DreistStorgaard works a lot with cross-border cases, says: “We cannot sense any kind of slowdown in the mid-market M&A segment at all. These are companies with perhaps a little less complexity than in the larger deals, and there is a high demand for them. We have a number of customers who are in the process of foreign buyers, so the level of activity is high. Jensen Hughes is supported by the American capital fund Gryphon Investors, and this is another trend we see; that the capital funds are very active in add-on transactions via their portfolio companies.“ You can see DreistStorgaard’s news about advice in other M&A in 2023 here . Jensen Hughes was advised by the American law firm Nelson Mullins and Gorrissen Federspiel. Addere Revision advised Brandgruppen’s owners and financial advisor for Jensen Hughes was RSM. DreistStorgaard thanks everyone for a good and smooth collaboration. You can read Jensen Hughes and Brandgruppen’s announcements of the transaction here .

Crypto asset service providers

Crypto-assets are becoming more and more common, and they are an expression of the rapidly growing digitization and globalization in the technological and financial fields. However, they have so far been subject to very limited regulation, which is why they attract a lot of interest from a legal angle, especially for companies that intend to operate within the area. Financial regulation in Denmark is generally characterized by retail regulation, which is largely based on EU regulation. This also applies in the area of ​​crypto asset services. The EU and the European supervisory authorities have long focused on crypto-assets and their impact on the financial system, and in 2018 the EU adopted the 5th Money Laundering Directive for e.g. ‘virtual currency’. The purpose of the directive was to meet the risks that were immediately associated with the use of virtual currencies, whereby the actors in the field were covered by the scope of the money laundering regulation. In January 2020, the directive was implemented in the Danish Money Laundering Act, which thus expanded the scope of the law to also include a number of providers of crypto asset services in the future, cf. section 2 below. Since then, the EU has accordingly put forward proposals for the Market in Crypto-Assets (MiCA) regulation in 2020, which creates an independent, supranational regulatory regime for crypto-assets in the EU, cf. section 3 below. 1. VASP registration Under the Money Laundering Act, companies that offer a number of crypto-asset services must be registered with the Danish Financial Supervisory Authority as a Virtual Asset Service Provider (VASP), if the services are offered commercially. The Danish Financial Supervisory Authority defines a VASP as ” Companies that offer services with the exchange, transfer, issuance and storage of virtual currencies. ” Covered by the Money Laundering Act and registration with the Danish Financial Supervisory Authority are then companies that: Provides exchange between virtual currencies and fiat currencies, Provider of virtual wallets (An entity that provides services to protect private cryptographic keys on behalf of its customers for the purpose of storing, storing and transferring virtual currencies), Provides exchange between one or more types of virtual currency, Provides virtual currency transfer, and Issuing virtual currencies (e.g. Initial Coin Offering, “ICO”) Companies must be registered if they wish to offer one or more of the activities mentioned above, if the company is not already under the supervision of the Danish Financial Supervisory Authority in relation to other legislation. Furthermore, registration must only take place if the activity is carried out for business purposes, even if the activity is not the company’s main activity. Commercial means that the activity is offered to third parties (“customers”) or that the activity has such a scope that it constitutes a not insignificant part of the company’s turnover. If, on the other hand, it is simply a matter of individual business dispositions that have a natural connection to the company’s main activity, the company does not have to be registered, e.g. companies’ ongoing placement of surplus liquidity, where the purpose is passive asset management. The provider is then obliged to carry out risk assessment and know-your-customer procedures (KYC), and is also subject to the supervision of the Danish Financial Supervisory Authority, including a number of investigation, listing and notification obligations. Members of the company’s management and beneficial owners must also be assessed as fit-and-proper in connection with the registration request before the company can be registered with the Danish Financial Supervisory Authority. 2. MiCA In addition to the mentioned amendment to the Money Laundering Act, which now regulates a number of providers of crypto-asset services, crypto-assets are not independently regulated, which is why they basically fall outside the Danish financial regulation. This has meant that, for a number of years, providers of crypto-asset services have found themselves in a legal gray zone, where it has been doubtful which rules – if any at all – should apply, including whether a crypto-asset should be interpreted so that it is covered by the previous regulation. However, due to new EU legislation, the Danish FSA may soon supervise companies that work with cryptocurrency and technology, as the EU legislature is currently adopting a pan-European regulation of the market for cryptocurrencies with the regulation Market in Crypto-Assets (MiCA), which they have been working on since 2019. MiCA aims to 1) create uniform rules for players in the European market for cryptoassets and related services, 2) support innovation and fair competition, 3) ensure adequate consumer and investor protection as well as market integrity, and 4) ensure financial stability. MiCA’s scope of application is broad and thus aims to affect the entire industry and not just the players who either deal with or offer cryptocurrency. According to MiCA, crypto asset services may only be offered by companies that (i) is domiciled in the EU, and (ii) has been granted permission as a provider of crypto asset services by the relevant supervisory authority, which in Denmark will be the Danish Financial Supervisory Authority. Crypto asset services are defined in MiCA as one or more of the following activities: Escrow and management of crypto assets on behalf of third parties Operation of a trading platform for crypto assets Exchange between crypto asset and fiat currency Exchange between crypto-assets and other crypto-assets Execution of orders relating to cryptoassets on behalf of third parties Location of crypto assets Receiving and transmitting orders relating to crypto assets on behalf of third parties Advice on crypto-assets In MiCA, a distinction is also made between three subcategories of cryptoassets: Asset-based tokens (ART), the purpose of which is to maintain a stable value by referring to the value of several fiat currencies (legal tender such as Danish kroner), one or more commodities (e.g. copper), one or more cryptoassets (e.g. Bitcoin) , or a combination thereof. E-money token (EMT), whose primary purpose is to act as a means of payment. The intention is to maintain a stable value by referring to a fiat currency (legal tender). All other crypto-assets that

Repossession of sold goods that have been handed over to the buyer due to non-compliance with the (payment) agreement

Even if the buyer defaults on the payment of an item, according to the provisions of the Sales Act, the seller does not have the option to cancel the purchase and demand the return of the item once the item has been physically handed over to the buyer. A special exception to this, however, applies in the situation where the seller has taken a reservation of title. A retention of title is a clause that can be included in a purchase agreement for the sale of any (movable) item, including for example a car, a boat, a house or something else entirely. A sale with retention of title implies that the buyer only owns the goods when the conditions in the purchase agreement have been met. In other words, the purpose of the retention of title is that the seller can take back the sold item if it turns out that the buyer subsequently does not comply with the purchase agreement. Even if the buyer owes money to other creditors, the retention of title also ensures that the creditors do not thereby get their receivables back in the sold item. Form requirements: There are a number of conditions that must be met before the retention of title is valid. In this connection, a distinction is made between consumer and business purchases. Consumer purchase means a purchase that a consumer makes from a trader. The following conditions apply here: The retention of title must be included in a signed purchase contract, where it is clearly stated which goods are subject to retention of title. The requirement for clarity implies that the seller cannot, as a rule, reserve the right of ownership of the goods by a provision in his general terms and conditions of business and delivery. The retention of title must be agreed upon at the latest when the sold item is handed over. A stamp on the invoice after handing over the goods to the buyer is therefore not sufficient. The total purchase price must exceed DKK 2,000. Here is understood the sum of a payment and the total costs in connection with the credit purchase. A fixed installment plan must be agreed upon. The retention of title cannot therefore take place in accordance with an agreement with a variable loan amount. The seller must pay at least 20% of the cash price at the latest when the goods are handed over. Here is understood the price for which the item could have been purchased against cash payment from the seller. Business purchases are purchases where both buyer and seller act as part of their business. The conditions for a valid retention of title are largely the same as in consumer purchases, but where there is no requirement that the seller must be in full payment for at least 20% of the cash price at the latest upon handing over the goods. In addition to the conditions listed above, a so-called “security deed” can also be attached to the item. The security deed is the action (deed) that is carried out to ensure that the seller’s right is protected against the buyer’s creditors or contract purchasers regarding the sold item. As a general rule, no security deed is attached to a retention of title, whether it is a consumer or business purchase. A significant exception to this, however, is in particular motor vehicles, where the retention of title must be registered in the vehicle register in order to obtain protection against the buyer’s creditors and contract purchasers. The repossession: If it can subsequently be established that the buyer unfortunately does not fulfill the conditions of the purchase contract, including in particular the payment, the seller can request the return of the sold item with the help of the bailiff, if the conditions stated above are met. When calculating his receivables in the bailiff’s court, the seller can include: The unpaid part of the claim less credit costs for the unused part of the credit period default interest, and necessary costs of the repossession, including collection costs, court fees and other court costs awarded by the bailiff If the buyer pays the overdue services, arrears interest and any costs before the item sold has been taken back, the seller cannot take the item back. If you want help in connection with the purchase and sale of goods with retention of title, our office is available to provide advice. We help you, regardless of whether you are a buyer, seller or a third party. By lawyer Dennis Brixen Brandt

Generational change in times of crisis

Plan the generational change in good time, especially in times of crisis The general recommendation for generational change is to always start the preparations well in advance. With the right transfer structure, you can save both money and, not least, trouble. In the event of a planned change of generations, you can make use of various transfer methods, including: Transfer by gift (in whole or in part). Transfer in connection with restructuring. Transfer with tax succession (acquirer enters the tax position of the owner). Many of the reasons that are usually at play when considering restructuring your company also apply, of course, even if there are times of crisis. It may be because a generational change awaits, because you want to separate an activity with a high risk, or because you want a better structure in the company. In certain cases, the crisis can concretely increase the need for or desire to restructure. Tax matters Tax succession at company and shareholder level may be preferable to transfer taxation. Especially in times of crisis, it should be considered together with one’s adviser whether it would be advantageous to make the restructuring taxable. If there is a need to restructure as part of the generational change, the lower values ​​will reduce the need for the restructuring to take place tax-free. If the restructuring is not to take place tax-free, the restrictions that a tax-free restructuring would otherwise entail can be avoided. Eg. will be able to save a lot of time for carrying out the generational change if the holding requirement can be avoided for 3 years after a tax-free restructuring. Risky business The crisis can also change the assessment of what constitutes a risky company, and thus increase the focus on separating companies into several different independent units. If you have clear expectations in good time that one business branch will do well, while another business branch is challenged in terms of earnings, an early restructuring will be able to separate the two businesses and thus remove the risk of the unhealthy business dragging down the healthy business . If you want the restructuring to take place tax-free, it is important to be in good time so that there are no large deficits or losses that are lost in connection with the restructuring. If a company is under pressure from the economy, so that the company’s existence is threatened, the owners may want to consider whether, through a reconstruction, it is possible that the healthy part of the company’s business can continue. If the crisis is so serious that the company’s existence is threatened, it is rarely a good idea to carry out restructuring tax-free – especially if the profits found during the restructuring can be deducted from otherwise unused losses that will be lost in a tax-free restructuring. In these cases, it will often be most appropriate to sell the healthy part of the company to a new company. Depending on how serious the company’s situation is, such a reconstruction must also keep an eye on the insolvency law rules. The ownership structure Changes in ownership structure, e.g. in connection with the transfer of a company to the next generation, requires thorough preparation, not least in times of crisis. In the case of a generational change, the ownership structure can be changed at once or in several stages. The different forms of generational change all have both advantages and disadvantages and therefore require careful consideration. Here, it is important to consider both the economy, tax, law and the management aspects thereof. Need advice? If you need advice about the change of generations and the tax matters, contact us for a non-binding chat about how we can assist in ensuring the best possible transfer from one generation to the next. You can contact us on phone 5663 4466 or by email kontakt@dslaw.dk .

DreistStorgaard Advokater is busy in the energy area and is strengthening the energy team

In recent months, DreistStorgaard has advised on several transactions in the energy field. In December, we assisted with the sale of Viking Energi A/S to Kosan Gas A/S, which is owned by the American UGI International group – read more here. Most recently, in January, we assisted the sellers of Ringsted Biogas ApS with the sale to BioCirc ApS, which with Ringsted Biogas ApS adds a fifth biogas plant to the portfolio. BioCirc ApS is a joint venture between the asset manager Maigaard & Molbech and European Energy. The sale of Ringsted Biogas ApS was made in collaboration with Boje & Ladekjær, who, among other things, mention the transaction here . Recently, DreistStorgaard has added significant new resources and skills to the energy team, i.a. partner Martin Skovbjerg, who came from the law firm Magnusson. Before that, Martin has a past as long-standing global chief legal officer at the Danish energy sector company Welltec, which makes high-tech solutions for the industrial sector, including oil, gas and geothermal, as well as experience from Rolls Royce Industrial Power. Martin therefore has extensive experience with the energy sector’s legal and tax matters as well as transactions in this industry, incl. financing. In addition, the other partners in DreistStorgaard’s M&A team, Svend-Aage Dreist Hansen, Søren Storgaard and Nikolaj Juhl Hansen, have extensive experience in the energy field and have assisted clients in this area for a number of years. Nikolaj Juhl Hansen has worked in the energy area both at Magnusson and the English law firms Travers Smith and Eversheds Sutherland, where he was part of the global energy team. DreistStorgaard’s managing partner Svend-Aage Dreist Hansen says: “The energy area has long been an important business area for us; both with a general focus on the green transition and of course on the energy crisis, which as a result of the war in Ukraine has led to a sharp increase in the number of cases in this area. It is therefore fantastic that we now have a team of highly experienced people who can help our clients navigate the development and operational phases as well as assist with transactions. It is an area that we expect a lot from in the coming years”. The energy area at DreistStorgaard The team has extensive knowledge, experience and competences to be able to advise precisely within the Energy area, and advises e.g. in connection with: Development and construction of plants, operation and maintenance within wind power, gas, P2X, biogas, district heating, geothermal energy and oil & gas pipelines Drafting and commenting on FIDIC contracts Contract management in relation to ongoing compliance with FIDIC or other relevant regulations, assessment and negotiation in relation to bidding, financing, M&A and investment transactions, disputes, Assessment of transactions and public procurement in the energy sector in relation to FDI rules and international sanctions Assessment of communication in relation to the greenwashing rules ( Article on Greenwashing ) IP protection (protection and enforcement of trademarks and patents, as well as other forms of technology protection) Technological development projects, incl. Sponsored and Joint Venture development projects Environmental permits and planning legislation Port rental projects (onshore support operations) Health & Safety Offshore (Health & Safety Offshore) Standard contracts Risk management Tax matters If you need advice in the area of ​​energy, do not hesitate to contact us on telephone 5663 4466 or send an email to kontakt@dslaw.dk .

When can a developer cancel a construction agreement when AB18 has been agreed?

In 2018, the General Conditions for Works and Deliveries in Construction and Construction (also called AB) were revised and in 2019 it entered into force as AB18. In connection with the revision, several new paragraphs were added and others were clarified. A construction agreement is usually a very burdensome agreement for the parties, which partly involves many hours of work and a lot of money. It is precisely for this reason that it is important that the parties pay special attention to their rights and duties. This may be a contributing factor to the fact that many business operators in contracting relationships choose to enter into the agreement on AB terms. It ensures uniformity and transparency in rights and obligations, right from tender to handover and a good amount of time afterwards. Crunch in the relationship As in all types of contractual relationships, major challenges of one kind or another can arise within contracts, which make one of the parties want to get out of the agreement. As a starting point, it must be said that it is often in the interest of all parties to try to resolve conflicts amicably without canceling the agreement, which the AB terms also encourage. Sometimes situations can arise that mean that the only reasonable way out is to cancel the agreement. However, it is not entirely clear in which situations one enjoys this right and the consequences of an incorrectly made decision can be great. The developer’s right to terminate a construction agreement The developer has the right to terminate a construction agreement if one of four conditions is met. The four conditions can be summarized as follows: Delay in the execution of the work of considerable disadvantage Other delay of decisive importance The lack of quality of the work and a justified belief that the contractor will not be able to remedy the deficiencies satisfactorily Other material breach Although it seems like four simple conditions, it is far from practical. It can be difficult to say with certainty whether a point in the contractual relationship falls under one of these conditions. It must be said that it depends on specific assessments from case to case. What is fixed is; If the moment concerns a financial disadvantage, a client does not have the right to terminate the contractual relationship if the client can be satisfied in another way, e.g. through security provided or similar. The consequence of canceling the agreement If a developer rightfully cancels the agreement, his compensation claim against the other party could contain several parameters. It could, for example, be costs for completing the contract, costs for conversion of work already carried out and in glaring cases where the work already carried out is of such poor quality that it is not usable, the client will be able to demand repayment of the contract sum already paid. On the other hand, the consequence for a client who withdraws unjustifiably is that the other party will be able to claim his loss covered by not being able to complete the work minus any savings, i.e. after so-called negative contractual interest. A wrong decision can therefore be costly. Counseling When a developer can cancel a construction agreement can be difficult to determine and have major financial consequences if you make the wrong choice. It therefore requires careful consideration and not least a thorough review of the legal basis. We advise in all parts of the contract’s lifetime, both in good times, but not least when challenges and disputes arise between the parties. Do not hesitate to contact us for an informal chat about how you can best deal with disagreements and disputes. Contact us on phone 56 63 44 66 or by email kontakt@dslaw.dk. By solicitor Nicolai Christiansen

DreistStorgaard assists innovative scale-up companies in connection with investment rounds

Recently, DreistStorgaard has been able to say that we have advised in connection with a number of M&A transactions – e.g. the news about Brandgruppen ApS and the news about a group of electrical installers – and we are proud that our business team has now also helped two exciting and innovative scale-ups to close investment rounds. One is the company CLIIN Robotics; A high-tech company that, based on extensive knowledge of the shipping industry and the industry’s challenges in reducing the pressure on the environment, has developed a robot that can clean ships using only water, both on the “inside” of tanks and holds as well as on the “outside” of the hull below the water surface. You can read more about CLIIN Robotics here: https://cliin.dk/vision-mission-ambition The other is a life science company which, however, has not yet published the transaction itself. Nikolaj Juhl Hansen, who joined DreistStorgaard at the end of 2022, is the partner in charge of clients for both companies, and in both cases it is companies and founders that he has fully from the start. Nicholas says: “We are looking into a difficult financing market for start-ups and scale-ups at the moment, where money is much less loose than in 2020 and 2021. The collapse of Silicon Valley Bank does not make it any easier. But there are still a lot of great companies and people out there working to solve some of the problems facing the next generations. Being able to support companies that work with the development of a completely new form of treatment and the other a lower energy consumption in and even a safer shipping industry, and to see them “grow up” is a really good feeling”. In addition to Nikolaj Juhl Hansen, DreistStorgaard’s team consisted of Casper Simonsen, Martin Skovbjerg and Søren Theilgaard. With the opening of an office in Copenhagen, DreistStorgaard has increased our focus on the entrepreneurial world and in addition to having a number of entrepreneurial companies as clients, we participate in a number of networks and generally support entrepreneurship. Among other things, we are proud to be part of Tech Nordic Advocates, the Nordic/Baltic part of the global network Global Tech Advocates, where Nikolaj Juhl Hansen has just been appointed as a member of the steering group working with an initiative to increase the focus on female entrepreneurs. See more here: https://www.technordicadvocates.org/wp-content/uploads/IntSG.pdf In addition, we help pro bono Go Zebra; an NGO that, via entrepreneurship academies, puts entrepreneurship on the school syllabus for children aged 10-13. See more on their website https://www.gozebra.dk/ , and on 29 March we celebrated the entrepreneurs of the future in connection with Future Entrepreneurs of Denmark visiting us – a story you will soon know more about here on the website and you can read much more here https://thehub.io/startups/fed-future-entrepreneurs-of-denmark .

The sustainable transition in a legal context

From several sides, there is an enormous focus on companies taking more responsibility and contributing to the green transition. Everyone wants the green transition to happen faster, which has led to ambitious and high demands, which have been mandated by law both nationally and internationally. In order to oblige the companies and create transparency for the outside world, there are, among other things, from the EU Commission issued a number of directives and regulations to support the development. The EU Commission thus adopted the so-called disclosure regulation as recently as spring 2021, which has really boosted the use of the taxonomy regulation’s classification system when it has to be assessed when an investment/economic activity can be considered to be truly “sustainable”. The regulation therefore contains, among other things, rules on financial market participants’ and financial advisers’ obligation to provide information in relation to the integration of measures regarding environmental, social and management issues (ESG) with regard to a financial product. The purpose is to create transparency with regard to negative sustainability impacts as well as their dissemination of sustainability-related information. The intention is that in their management report the companies must report on a number of specific sustainability standards regarding the environment, social conditions and good corporate governance (ESRS). It can be, for example, the companies’ concrete measures to reduce environmentally harmful discharges, countering/reducing climate change, sustainable measures such as the use and recycling of materials and buildings during renovation and new construction, protection of water and marine resources, circular economy, combating pollution, employee conditions, diversity and gender pay gap. Sustainability risks can be an environmental, social or governance event or circumstance that, if it were to occur, could have an actual or potential material adverse effect on the value of the investment. In the long term, it is further expected that there will be regulations on sustainable due diligence from the EU, which will oblige companies to investigate their own company, business partners, value chain etc., in relation to environmental considerations, human rights and responsible corporate governance in the company’s operation and management. The EU requirements aim to support a faster sustainable transition and turn capital towards sustainable investments. The requirements ensure transparency for the outside world, but it is also expected that it will become a focal point for the reporting companies. Sustainability measures and the reporting requirements will also entail a significant workload, as the reporting does not only cover existing conditions, but also requires a description of the company’s continued development towards increased sustainability. Due to this situation, it is also particularly important that the companies quickly systematize their ESG policies and principles, sustainability measures and reporting requirements so that it becomes rooted in the company’s strategy. At the same time, the legal landscape shows that the law will play a decisive role in the green transition, not least as a result of the comprehensive and binding EU regulations and the rules on misleading marketing, where the Consumer Ombudsman has published a “quick guide” on the guidelines for when you have to call yourself sustainable in marketing – Read more here. The argument is therefore fundamentally that rules can change the behavior of companies, including financial companies, of investors and ultimately also of consumers. Many keys are played to facilitate the green transition, and work is done with many of the tools from the legal toolbox. Rules on sustainability can have different purposes and focuses, where they e.g. is aimed at very broad themes or with a spotlight on more specified themes within Environment, Social or Governance. At the same time, the rules can have very different content of a more or binding nature, including many discretionary rules, which does not make the area any less complex. ESG and sustainability in the various business sectors. Among other things, players in the real estate industry will increasingly be met with inquiries about the company’s current level of sustainability as well as demands to present concrete statements for future strategies and measures regarding the implementation of ESG and sustainability initiatives both from investors, financial institutions and public authorities. This will be both in connection with new construction, construction works, asset management of property portfolios and investments in real estate. A number of sustainability measures are introduced in the updated version of BR 18, which entered into force on 1 January 2023. The aim is to create a more sustainable construction and also reduce CO2 emissions from construction. Under BR 18, requirements have been introduced for the calculation of the building’s climate impact in the form of a life cycle assessment (LCA) and a fixed limit value for the climate impact of new construction over 1000 m2. As a result of the update of BR 18, any building that applies for a building permit after 1 January 2023 must meet the requirement to carry out an LCA. The requirement for life cycle calculation (LCA calculation) for new construction – which is known from DGNB certifications – aims to make visible the building’s climate impact “from cradle to grave”. The calculation follows a fixed standard and is calculated in kilograms of CO2 equivalents per m2 per years over a 50-year period. Already from 2025, corresponding limit values ​​will be introduced for all new construction, regardless of size. The calculation must be available when the construction is completed and must demonstrate a level below the limit value. The many new ESG requirements will have a significant impact on many industries over the years, and many questions of a legal nature will naturally arise. If you need advice, you are always more than welcome to contact us on phone 56 63 44 66 or by email kontakt@dslaw.dk. By partner and lawyer Dan Jordy

The new property assessments

If you are the owner of a small agricultural property, it is very important to keep track of whether there is new mail in your e-box. This is because, in future, new categorizations will now form the basis for the provisional new property assessments that SKAT sends out. For many, this “recategorization” will mean significant changes in property tax. If you are therefore the owner of a small country property, there is reason to be very careful. On 28 March 2023, the Danish Parliament finally adopted an amendment to the Property Valuation Act, which will now be rolled out in practice and which is the basis for the advanced categorisations. From and including 11 April 2023, the Valuation Agency will start sending out letters regarding the recategorisation of housing, and if you are the owner of property which is currently categorized as country property, there is reason to pay special attention. If your home is recategorized as an owner-occupied home, it can mean that you have to pay several thousand kroner more in tax each year. The categorizations are used by the authorities to make preliminary property assessments. As the plan is now, the new property assessments will have legal effect from January 2024. Significant importance for the tax The categorizations of the properties form the starting point for the taxation basis, and therefore it is very important that you as the owner of a property are aware of what data and information the authorities have registered about your property, as well as how they categorize your home. As a starting point, the ongoing taxation for agricultural properties will traditionally be less than for ordinary owner-occupied homes, but this may, based on the new assessments, be a thing of the past if the authorities recategorize your current agricultural property as an owner-occupied home. In principle, there is a set upper and lower limit for properties with between 5 and 15 hectares of land, so it is especially the owners of these who must be aware of which categorization the Valuation Agency assigns to the property in the new assessments received these days. Between 20,000 and 25,000 properties with between 5 and 15 hectares of land are expected to be recategorized, according to the Valuation Agency, and this may result in the property moving from being categorized as agricultural properties to owner-occupied housing. Precisely this mentioned significant difference in which SKAT categorization is at the moment will, other things being equal, have great significance for the annual tax payment, which means that it is recommended to seek advice about what options there are to react in relation to the authorities’ categorization of one’s property. In that picture, it is important to be aware that the current tax is lower on agricultural properties, but on the other hand, there is no taxation in connection with a sale if you live in owner-occupied housing, so it can be difficult to weigh the advantages and disadvantages. IMPORTANT deadline of 15 days in relation to acting on the new assessments Initially, the authorities will send you a letter of intent, which is a kind of proposal for a decision on the categorization of your home. Once it has been sent, you have 15 days to respond to the letter to the authorities. For this reason, it is very important to immediately deal with this notice and seek advice on your legal position. For example, as the owner and recipient of a notice of demand, you must ensure that the information contained in the letter corresponds to reality, as there may have been significant changes in the actual circumstances, in relation to the information that the assessment agency has in its possession , which is of significant importance on the basis of the assessment. For the aforementioned reason, it is essential to seek advice quickly, because once the 15 days have passed, the Assessment Agency will make a decision on the categorization of your home, which will either be the status quo or a recategorization. After this, you as a citizen must wait to see whether the decision changes the categorization of your home, a decision that can be appealed within a further six weeks. It is very complex to weigh the advantages and disadvantages in relation to which categorization your property falls into. You also have the option of switching to the so-called transition scheme, where the home retains its current categorization until a change of ownership, but we would also recommend that this assessment be made after receiving advice on this. This will mean, for example, that as the owner of an agricultural property that has been recategorized as a private residence, you can be allowed to maintain the property’s status as an agricultural property and thus pay less tax until a change of ownership. You become very much bound by the transitional arrangement, and the choice cannot be changed. If, for example, you want to rebuild or demolish a building, you fall out of the transition scheme. Discuss your options with DreistStorgaard If you have questions about the assessments received or if you are interested in having your appeal options assessed, you are very welcome to contact us for a discussion on how we can assist in securing your legal position in this situation as best as possible. Contact us on 56 63 44 66 or kontakt@dslaw.dk .

Is your company obliged to appoint a data protection advisor?

In today’s digital world, the protection of personal data is a high priority for both citizens and companies. The EU’s data protection regulation, also known as GDPR, requires certain companies to appoint a data protection officer (DPO) in extension of their core activities and organizations. Violating this obligation can lead to large administrative fines that can reach up to EUR 10,000,000 or 2% of the company’s total global turnover. It is therefore important to investigate whether your company is obliged to appoint a DPO. For public authorities, it is mandatory to appoint a DPO. For other companies/organizations, the requirement applies if their main activity consists of processing personal data to a large extent, or if the nature of the processing or its purpose requires it. For example, a security company that carries out surveillance is obliged to appoint a DPO, since the core activity of this company is the taking of images and/or recording of personal data for the purpose of surveillance. It is also relevant to appoint a DPO if a significant amount of personal data is collected and processed. This may for example be the case in connection with behavior-based advertising in a search engine, processing of customer geodata in an international chain or travel data and tracking data in connection with customer service. This list is not exhaustive and it is important to make a concrete assessment of the amount and type of personal data processed before deciding whether the company is obliged to appoint a DPO. Furthermore, a company will be obliged to appoint a DPO if its main activities consist of regular and systematic monitoring of personal data on a large scale. This can, for example, include all forms of tracking and profiling on the internet for the purpose of behavior-based advertising or ongoing assessment of customers’ creditworthiness. It may also include location tracking via mobile apps, loyalty programs or surveillance. If the core activity of the company consists of processing sensitive personal data or information relating to criminal matters to a large extent, the company will also be covered by the DPO requirement. When a company has established that it is obliged to, or voluntarily wishes to appoint a DPO, it must decide whether the DPO should be internal or external. The DPO must be independent from management and must not be instructed in the performance of his duties. Regardless of whether you choose an internal or external DPO solution, it is important that the DPO is linked to senior management and that the reporting takes place there. However, this does not mean that the top management can instruct the DPO in its tasks, as the DPO must be considered an independent body in the company and be unaffected. This is also the reason why the DPO cannot be dismissed in connection with the performance of its work. If the company chooses to appoint an internal DPO, this must have sufficient expertise and it must be ensured that the DPO is not assigned other tasks that could lead to conflicts of interest. If an external DPO is chosen, a written agreement must be entered into with the external DPO, which ensures that the DPO has sufficient expertise and resources to carry out the tasks efficiently and independently. The DPO’s primary tasks are to inform the company about its data protection legal obligations, monitor whether the company complies with the legislation and assist the company with tasks, information, campaigns, etc. A DPO can also be a positive role in the company, as it contributes to ensuring compliance with the legislation and thus gives customers security and trust in the company. For many companies, it can be difficult to assess whether there is an obligation to appoint a DPO or not. In this situation, it may be a good idea to seek professional help and advice. If you are in doubt as to whether your company is obliged to employ a DPO, you are welcome to contact DreistStorgaard, who can help assess the need for a DPO and possibly take on the role of DPO in the company. By associate attorney Sylvester Strand Thomsen Certified CIPP/E and ISO 27701/2