Søgeresultater

Today, companies wishing to become listed and their advisers undertake extensive work during an IPO process, including in connection with the drafting of the prospectus. However, spectacular cases such as the Hafnia, Bank Trelleborg and OW Bunker cases show that prospectus liability cases can arise in the wake of IPOs if things subsequently go wrong with the companies. This article shows that while the current Danish regulation makes it possible to draw up good and adequate prospectuses, it hardly contains such checks and balances which ensure that investors in all cases receive the information they could wish for. With the aim to maintain a sustainable stock market in Denmark, the article presents several recommendations primarily based on ATP’s many years of experience as investor in almost all Danish IPOs – including the OW Bunker-case. First, a listing candidate should try to act as a listed company as early as possible and should prepare the same information about the company as a listed company would. Second, a listing candidate and its advisers should ensure a thorough due diligence process to provide the basis for the preparation of the prospectus. Third, a listing candidate and its advisers should prepare the prospectus with the objective of providing a suitable and relevant level of information to enable potential investors to make well-informed investment decisions. Fourth, a listing candidate and its advisers should make sure that a separate and proper verification process is in place, making it possible for the verification attorney to confirm whether the information in the prospectus is correct and whether any significant facts or circumstances concerning the company have been left out. Following these recommendations will hopefully make it possible for many more Danish companies to raise capital via IPOs and thus increase the number of companies that seek a listing on Nasdaq Copenhagen.

Fodnoter

EU’s second shareholder directive was adopted in 2017 and implemented in Denmark in 2019. A significant objective was to encourage institutional investors such as ATP to become more active as investors in listed companies. By now, a sufficient period has passed in order to evaluate whether the directive has had the desired effect. This article analyses active ownership as it is practiced today, including the legal background and the objectives institutional investors can have to engage in practicing active ownership as well as the means to do so. Common ways of practicing active ownership are exclusion of certain investments, participating in and voting at general meetings and engaging in dialog with the investee companies’ boards, management and investor relations departments. Among the topics that are high on the agenda is ESG (Environmental, Social and Governance). EU’s Sustainable Finance regulation is increasing the push in that direction. While institutional investors are more active today than in the past, they are still not as active as activist hedge funds in the listed markets and private equity fonds in the private markets. One reason for this is that institutional investors usually have a highly diversified portfolio and need to consider the costs and burden of being active versus the potential gain. To deal with costs many institutional investors outsource the active ownership-role wholly or partly to proxy advisory firms and/or stewardship services firms. However, institutional investors can, if they actively engage with their investee companies, have an impact. They can e.g. help define what the companies’ purposes should be in the light of the investors' own long-term interests, including with regard to sustainability, take an active role in the nomination of the boards of the companies and help keep management under control and be the corrective factor if management does not deliver on what they promise, or if they go too far in relation to e.g. salaries.