Company law

Experience and expertise in company law

Horten advises Danish and international companies on company-law issues and has developed comprehensive experience and expertise within all areas of company law.

We consider it a decisive condition for success as an advisor to be capable of developing new tools and innovative solutions, always based on high professional standards. Our legal expertise is supplemented by a basic understanding of the underlying commercial issues and knowledge of a large number of sectors.

The many specialist groups of Horten work together on giving integrated advice, involving the resources and the qualifications required in connection with major assignments within company law. This also applies to the international level where we work together with foreign law firms on creating lasting solutions in cross-border cases.

Our clients

Our clients are organised within the below mentioned categories, but are also municipal, regional and other public authorities, and we have in-depth experience in advising on private corporate forms with the public sector as participants.

What we do

We advise on all matters of company law in relation to:

Public and private limited companies
Partnerships
Limited partnerships
Co-operative societies
Companies with limited liability
Partner companies (limited partnership companies)
European public limited companies
European private limited companies
Foundations, non-profit institutions and associations

Capital matters and reorganisation
Horten advises on all aspects of company capital, including:
- Capital structure, including the relation between equity and loan capital
- Warrants, convertible bonds and share options
- Capital increases - cash, through contribution of assets other than cash and by debt conversion
- Capital reduction – as a result of statutory requirements or for payment to the owners
- Distribution of dividend, including extraordinary dividend
- Liquidation – ordinary liquidation or in connection with a statement of discharge
- Loan and security
- Prohibition of using funds generated from operations
- Repurchase of own shares
- Establishment and cancellation of share classes
- Reorganisation, including conversion of shares
- Merger and demerger
- Conversion into other corporate forms, e.g. from a private limited company into a public limited company, from a public limited company into a partner company or from a co-operative society into a public limited company.
Incorporation, choice of corporate form and articles of association
Horten advises Danish and international clients on all areas relevant in connection with the establishment of a company.

We assist with:
- Memorandum of association and articles of association
- Report concerning pros and cons in connection with choice of corporate form, including cash establishment, establishment with other values than cash or purchase of a ready-made company and the capitalisation of the company
- Laying down terms in connection with transfer of companies or individual assets in connection with the establishment
- Service agreement
- Agreements with members of the board of directors
- Rules of procedure for the board of directors
- Instructions to the board of management
- Shareholders' agreements
- Agreements in relation to other activities
- Minute books and registers, register of shareholders, register of major shareholders, sales and purchases book concerning the management's shareholdings in the company, etc.
- Company files
- Registration with the Danish Commerce and Companies Agency.
Shareholder information
Horten advises in respect of all issues involving the relation between the company and its shareholders and the mutual relationship in the shareholder group, including:
- Shareholders' agreements
- Legal and illegal loans to owners and members of the board of management and the board of directors and security
- The relation between share classes
- Compulsory redemption
- Minority protection rules
- The shareholders' liability for transactions in relation to the company
Management practices
Horten's corporate team advises on management issues in private and public companies.

In order to ensure our clients optimal advice on management issues, we involve core competencies from Horten's other specialities if required in order to solve the case. In connection with service agreements and incentive pay, the advisory services are, in particular, provided in close co-operation with our employment specialists.

We advise on:
- The areas of authority, responsibility and work of the board of directors and the board of management
- Employee representation in the board of directors
- Rules of procedure for the board of directors
- Service agreements
- Instructions to the board of management
- Incentive pay, including pay by way of shares
- Directors' liability, including auditors' liability
General meetings
Horten advises companies, organisations and associations in relation to preparation and holding of general meetings.

We assist with:
- General preparation and organisation of general meetings
- Convening of general meetings
- Presentation of necessary documents
- Procurement of powers of attorney
- Acting as chairman at general meetings
- Assessment of adoption requirements
- Registration with the Danish Commerce and Companies Agency
Partnerships, joint ventures and strategic alliances
Horten advises on the establishment and winding-up of partnerships, including establishment of joint ventures and other forms of strategic alliances.

We assist with:
- Preparation and negotiation of joint venture agreements and other agreements on strategic alliances
- Partnership agreements
- Cohabitation agreements
- Transfer from partnership to capital company
Corporate governance and compliance
Horten advises on sound corporate governance and how the company and its management comply with the guidelines established.

We assist, among other things, with
- Preparation of guidelines for corporate governance
- Implementation
- Follow-up procedures