Nye regler fra Nasdaq Copenhagen om frivillig sletning – Et svar

The conditions for admission to trading on a regulated market are harmonised in EU law, however, the conditions under which the issuer may cease to be admitted (so-called delisting) are not and thus subject to national law. In Denmark, the conditions followed from the Securities Trading Act and required the operator of the regulated market to take into consideration the interest of the investors. Nasdaq Copenhagen, which operates the only regulated market in Denmark, required under the Act that the issuer’s decision to delist should be approved by the shareholders at general meeting by a substantial majority and with an option for the shareholders to sell their shares at a fair price. When the new Capital Markets Act replaced the older Act in 2018, the Danish legislator removed the statutory regulation of delisting and expressed an anticipation that the issue would be dealt with by the operator in its private rules on admission to trading. Nasdaq has issued new rules accordingly mostly carrying forward the previously known conditions but also setting out more clearly the majority needed by the general meeting of the issuer to adopt a decision on delisting. These rules have been criticised as being contrary to Danish law in a number of ways. In this article, this claim is examined and refuted.