1) Is a merger control regulation in force?

Yes. Merger control regulation is present in Greenlandic legislation in the Greenlandic Competition Act (Consolidated Act No. 2 of 26 March 2021). The Greenlandic competition regulation is modelled on Danish competition law, and thereby EU competition law.

2) Which authorities enforce the merger control regulation?

The Greenlandic Competition Tribunal is the principle enforcer of the Greenlandic Competition Act including the merger regulation contained therein. However, the Greenlandic Competition and Consumer Authority, which acts as the secretariat of the Competition Council, is in charge of the day-to-day administration of the Competition Act.

Decisions of the Greenlandic Competition Tribunal may be appealed to the Court of Greenland.

3) Relevant regulations and guidelines with links:

The merger regulation is contained in Part 5 of the Greenlandic Competition Act. More detailed rules may be found in various executive orders. Links to the relevant legislation, guidelines and forms are listed here:

4) Does general competition regulation apply to mergers or ancillary restrictions?

Greenlandic competition law is based on Danish competition law, which is interpreted in accordance with EU competition law in this respect (as in any other competition regulation matters). Consequently, the prohibition of anti-competitive agreements etc. and the prohibition of abuse of dominant market position, may apply to mergers that do not meet the thresholds for merger control.

For mergers that meet the thresholds, generally, restrictions of competition that are ancillary to the merger, for instance a standard non-competition obligation on the seller, are considered inherent parts of the merger and are not subject to separate scrutiny under the general competition regulation. However, restrictions that go beyond what may be considered ancillary may be caught by the general prohibition on anti-competitive agreements.

Furthermore, the general competition regulation may in special circumstances be used to oppose a transaction as such (not merely a specific restriction in the transaction documents). For instance, the general prohibition on anti-competitive agreements may be applied to full-function joint ventures that have coordination of the market behaviour of the parent companies as their object or effect.

5) May an authority order a split-up of a business irrespective of a merger?

No.

6) Other authorities that also require merger filing or may prohibit transaction
(Note that this may not be an exhaustive list and that industry-specific legislation should always be considered. Furthermore, a merger will often require change of registrations with – but not approval from – the companies register, land register and authorities that have issued permits for the activities of the merging parties.)

Fishing industry

Actors in the fishing industry are subject to certain anti-trust rules under the Greenlandic Fishing Act. These are stricter than the merger control regime under the Greenlandic Competition Act. Therefore, mergers that are permissible under the specific rules in the fishing industry are generally also permissible under the Greenlandic Competition Act.

Electronic communication services

In chapter 5 a of the Greenlandic Competition Act, it is specified that additional anti-trust rules apply to the sector for electronic communications services.

Foreign investment control: 

Greenland has not yet implemented a foreign investment control regime. However, the Greenlandic foreign, security and defence policy strategy for 2024-2033 was published in February 2024, and the strategy stated that a Greenlandic investment screening regime is under preparation, however, further information has not been released. 

7) Are any parts of the territory exempted or covered by particular regulation?

No.

8) Is merger filing mandatory or voluntary?

Merger filing is mandatory, provided the thresholds are met.

9) Is there a general definition of transactions subject to merger control?

Yes, according to the Greenlandic Competition Act a merger subject to merger control is defined as a transaction whereby:

1. two or more previously independent undertakings amalgamate into one undertaking;
2. one or more persons who already control at least one undertaking, or one or more undertakings – by an agreement to purchase shares or assets or by any other means – acquire direct or indirect control of the entirety of or parts of one or more other undertakings; or
3. a joint venture that will perform on a permanent basis all the functions of an independent business entity is established.

10) Is "change of control" of a business required?

Yes, generally a merger will only be considered to take place if the transaction results in a change of control over a business.

However, transactions that result in the establishment of a new business (a joint venture) controlled by two or more businesses or persons already controlling one or more businesses will also constitute a merger.

11) How is “control” defined?

The Greenlandic Competition Act is based upon Danish competition legislation. Therefore, "Control" and "Change of control" is interpreted according to EU competition law, including the European Commission’s Consolidated Jurisdictional Notice. "Control" shall be understood as the EU concept of "decisive influence".

This also causes "Control" to change even in cases where outright legal control is not acquired. Here rights attached to shares or contained in shareholder agreements, board representation, ownership and use of assets and related commercial issues may be considered.

12) Acquisition of a minority interest

Acquisition of a minority interest that does not result in anyone gaining control over a business is not subject to merger control.

However, if acquisition of a minority interest confers someone with de facto control of a business, the transaction will be subject to merger control. This is, for instance, the case if the buyer is provided with veto rights regarding decisions that are essential for the strategic behaviour of the business or if the remaining shares are spread over a large number of shareholders and the acquired shares de facto confer the buyer with a decisive influence on general meetings.

13) Joint ventures/joint control – which transactions constitute mergers?

It is mandatory to notify the creation of a full-function joint venture. Full-function is viewed as a joint venture performing all the functions of an autonomous economic entity on a lasting basis.

A joint venture that is not full-function, because it does not, on a lasting basis, perform all the functions of an autonomous economic entity, is not subject to merger control but may be scrutinized under the general prohibition on anti-competitive agreements. Whether a joint venture is considered full-function or merely “cooperative” depends on the level of the joint venture’s dependence on its parents and to what extent the joint venture has an independent presence in the market.

Even if a joint venture is full-function and therefore subject to merger control (provided the thresholds are met), the general prohibition on anti-competitive agreements may also be applied if the joint venture has coordination of the market behaviour of the parent companies as object or effect.

14) Which thresholds decide whether a merger notification must be filed?
(Unless explicitly stated otherwise, the thresholds described under one threshold category are not cumulative with those described under another category. Thus for instance if there is a market share threshold and a turnover threshold, it is sufficient to meet one of these, unless stated otherwise.)

a) Turnover thresholds

A merger notification must be filed if the following conditions are met:

1. the combined global aggregate turnover of all the undertakings concerned is more than DKK 100 million;
2. the global aggregate turnover of each of at least two of the undertakings concerned is more than DKK 50 million, and
3. at least one of the participating undertakings is situated in Greenland.

The understanding of being "situated" in Greenland is to an extent unclear. The current understanding is that this requirement would be fulfilled in circumstances where one of the merging companies has a business registration number in Greenland and is thus registered there, or when it has a branch, or the like, located in Greenland. This understanding is, however, non-exhaustive.

b) Market share thresholds

N/A

c) Value of transaction thresholds

N/A

d) Assets requirements

N/A

e) Other

N/A

15) Special thresholds for particular businesses

The thresholds stated in topic 14 apply to all transactions.

The fishing industry is subject to further anti-trust rules. See topic 6.

16) Rules on calculation and geographical allocation of turnover

Rules on calculation and geographical allocation of turnover are contained in the Executive order on the calculation of turnover.

Turnover is calculated on the basis of the most recent audited accounts of a financial year of the participating undertakings as well as any undertakings associated with each participating undertaking, which include the following:

1. subsidiaries in which the undertaking concerned has the power to exercise controlling interest;
2. parent companies that have the power to exercise controlling interest in the undertaking concerned;
3. other undertakings in which a parent company has the power to exercise controlling interest;
4. undertakings in which several associated undertakings jointly have the power to exercise controlling interest; and
5. undertakings that due to articles of associations or by agreement are under a common leadership with an associated undertaking, if: 1) market behavior is coordinated by the common leadership; 2) all participating undertakings permanently are under common leadership, and 3) a system has been construed in order to divide commercial risks and economic results.

Turnover is the net turnover derived from the sale of products and the provision of services falling within the undertakings’ ordinary activities after deduction of value added tax and other taxes directly related to sales. However, the turnover of an undertaking concerned shall not include intra-group turnover, i.e. the turnover derived from the sale of products and the provision of services between the undertaking concerned and its associated undertakings or between the associated undertakings.

Is the seller/seller's group turnover relevant in a standard acquisition of sole control?

No.

17) Special rules on calculation of turnover for particular businesses

Businesses owned by the State/central authorities
For businesses owned by the State/central authorities the aggregate gross operational expenditure of the relevant Ministry in the preceding accounting year applies instead of turnover.

Businesses owned by the self-government of Greenland
For businesses owned by local or regional authorities the aggregate gross operational expenditure of the relevant self-control area in the preceding accounting year applies instead of turnover.

Businesses owned by regional authorities
For businesses owned by local or regional authorities the aggregate gross operational expenditure of the relevant authority in the preceding accounting year applies instead of turnover.

Insurance undertakings
For an insurance undertaking the value of the gross premiums written applies. This includes all premiums received by the undertaking the relevant year.

Credit institutions and other financial undertakings
Turnover is calculated as the sum of:

1. Interest income and similar income
2. Income from shares
3. Fees and commissions receivable
4. Net profit on financial operations
5. Other operating income.

Trade associations and comparable associations
Turnover is calculated as the combined turnover of all undertakings that are members (as well as their associated undertakings) and the turnover of the association itself – with deduction of any turnover between the members and between the members and the association.

18) Series of transactions that must be treated as one transaction

Transactions that are interdependent because they are linked by conditions must be treated as one if control in each transaction is acquired ultimately by the same undertaking(s).

Furthermore, if the same parties enter into different transactions that are not interdependent regarding the sale of different businesses or different parts of a business, all such transactions within a two-year period must be treated as one and the same merger.

19) Temporary change of control

The Greenlandic competition regulation does not address the possibility of exemption for a transaction only granting temporary control. 

20) Special industries, owners or types of transactions

The Greenlandic Competition Act specifies that there is no obligation to file a merger notification in the following situations:

1. Where credit institutions, other financial undertakings or insurance companies whose normal activities include transactions and dealing in securities are temporarily in possession of interests in an undertaking acquired with the intention to resell, provided that they a) do not exercise voting rights for the purpose of determining the competitive conduct of that undertaking or b) exercise voting rights exclusively with the aim of preparing the disposal of all or part of that undertaking and that the disposal takes place within one year of the date of acquisition;
2. Where control is acquired by a professional who has powers under current insolvency legislation to deal with and dispose of the undertaking; or
3. Where the transactions are carried out by a financial holding company, provided that the voting rights held by such a company are only exercised to retain the full value of the acquired undertaking and not to determine its competitive conduct.

21) Transactions involving only foreign businesses (foreign-to-foreign)

One of the participating enterprises must be "situated" in Greenland (and meet the other thresholds mentioned in topic 14) for a merger to be subject to merger control.

The understanding of being "situated" in Greenland is to an extent unclear. See above in topic 14.

22) No overlap of activities of the parties

There is no exemption for transactions with no overlap of activities, but there is a simplified procedure available if there is no overlap (see topic 33).

23) Other exemptions from notification duty even if thresholds ARE met?

N/A. 

24) May a merging party file voluntarily even if the thresholds are not exceeded?

No.

25) May the competition authority request a merger notification or oppose a transaction even if thresholds are not met?

No.

26) Referral within the jurisdiction

N/A.

27) Referral from another jurisdiction

N/A.

28) Referral to another jurisdiction

N/A.

29) May the merging parties request or oppose a referral decision?

N/A.

30) Stage of transaction when notification must be filed

A merger notification must be filed when a binding agreement has been concluded, a takeover bid has been published or a controlling interest has been acquired. There is no specific deadline, but the transaction may not be implemented before the merger has been approved by the Greenlandic Competition Tribunal.

The Greenlandic Competition Tribunal will agree to handle a notification before a binding agreement has been concluded or a public takeover bid has been announced if the parties can demonstrate a good faith intention to conclude an agreement or – in case of a public takeover bid – if the parties have publicly announced an intention to make such a bid.

31) Pre-notification consultations

The Greenlandic Competition Tribunal encourages pre-notification consultations. Often the parties will submit a number of draft notifications before the authority informs the parties that the notification appears to be ready to be formally submitted.

The deadlines for The Greenlandic Competition Tribunal will only start to run from the formal submission, but it is normally advisable not to formally submit the notification before the authority has invited the parties to do so.

32) Special rules on timing of notification in case of public takeover bids and acquisitions on stock exchanges

Mergers that are a consequence of acquisition of securities on a stock exchange or a public takeover bid must be notified after the acquisition/publication of the takeover bid.

The acquisition/takeover bid may be implemented before approval from the Greenlandic Competition Tribunal has been obtained, provided that the merger is immediately notified to the authority and that the acquirer does not exercise the voting rights attached to the securities in question or only does so on the basis of an exemption granted by the authority.

33) Forms available for completing a notification

There are two forms available: one for simplified notification and one for full notification. Both are available in Greenlandic and Danish versions.

Simplified notification is possible in each of the following cases:

1. two businesses acquire or establish a joint venture that will only have insignificant business in Greenland. This is the case if: (i) the turnover of the joint venture or the value of assets in Greenland is less than DKK 50 million; and (ii) the value of the assets or the turnover generated by the assets, which are transferred to the joint venture, in Greenland is less than DKK 50 million.
2. a business goes from having joint control to having sole control over another business;
3. mergers where two or more parties merge or one or more entities acquires sole or joint control with another company, and where one of the following conditions are fulfilled: (i) the merging parties are not active on the same markets or vertically connected markets; (ii) the merging parties are active on same markets but do not have a combined market share exceeding 15% in Greenland; or (iii) the merging parties are active on vertically connected markets (but there are no horizontal overlaps) and none of the parties have market shares exceeding 25% in Greenland on those connected markets.

Note, however, that the Greenlandic Competition Tribunal may always request a full notification, even if the conditions for simplified notification are present, and even after having accepted and declared a simplified notification complete.

34) Languages that may be applied in notifications and communication

Greenlandic, Danish, and English.

35) Documents that must be supplied with notification

The following documents should always be supplied with a merger notification whether simplified or full:

1. the most recent audited annual financial statements and annual reports for each of the parties to the merger.
2. all documents concerning the merger, regardless of whether the merger is brought about by agreement between the parties to the merger, acquisition of a controlling interest or a public takeover bid;
3. group chart/overview for each of the parties to the merger;
4. any documentation on which the parties have based their market definition and assessment of market shares;
5. non-confidential version of the notification (to be supplied to third parties); and
6. documentation of payment of the applicable filing fee.

For full notification, a range of further documents are required, including analyses, reports, minutes of board meetings and similar documents related to the merger.

36) Filing fees

The filing fee for simplified notifications is DKK 50,000.

For full a notification, the filing fee is 0.015% of the combined total annual turnover in Greenland of all undertakings involved; however, the filing fee is subject to a maximum of DKK 1.5 million.

37) Is implementation of the merger before approval prohibited?

Yes. The merging businesses must be run separately and independently until the merger has been approved.

Please see topic 32 regarding public takeover bids and acquisitions on stock exchanges.

38) May the parties get permission to implement before approval?

Yes, the Greenlandic Competition Tribunal may exempt from the prohibition on implementation before approval.

39) Due diligence and other preparatory steps

The parties must conduct their due diligence in a way to safeguard against the sharing of commercially sensitive information that is not strictly necessary in assessing the transaction. Thus, the sharing of commercially sensitive information must also end at the time of signing at the latest.

There are no guidelines on what may be considered acceptable preparatory steps under Greenlandic law. However, as the Greenlandic regime is modelled after the Danish regime, which in turn is modelled and interpreted on the basis of the EU merger control regime, similar principles apply. I.e., preparation of integration of internal functions such as IT and HR is generally acceptable, as long as it is conditional on approval.

40) Veto rights before closing and "Ordinary course of business" clauses

An "ordinary course of business" clause that prevents the target company from taking decisions outside the course of its ordinary business until the closing date is generally considered acceptable.

However, it must be assessed on a case-by-case basis to what extent the parties may discuss – or provide each other with veto rights concerning – any decisions in their respective businesses.

41) Implementation outside the jurisdiction before approval – "Carve out"

There are no specific rules on “carve out” of the Greenlandic part of a transaction to avoid delaying implementation in the rest of the world pending approval in Greenland.

42) Consequences of implementing without approval/permission

The parties may be fined if the merger is implemented before approval is obtained.

Furthermore, the merger may be prohibited and the Greenlandic Competition Tribunal may decide to split up the merged entity or take any other measures necessary to restore efficient competition.

43) Phases and deadlines

44) Tests or criteria applied when a merger is assessed

It is assessed whether the merger will "significantly impede effective competition – in particular due to the creation or strengthening of a dominant position".

A range of factors may be taken into consideration, including efficiencies that may be gained from the merger (efficiency defense) and whether one of the parties is likely to fail as an independent business (failing firm defense).

45) May any non-competition issues be considered?

No.

46) Special tests or criteria applicable for joint ventures

The assessment for joint ventures is the same as for other mergers, but if the joint venture also has coordination between the owners as object or effect, it will also be assessed whether such coordination is acceptable under the general prohibition against anti-competitive agreements. 

47) Decisions and remedies/commitments available

A merger may be approved, approved with conditions/commitments or prohibited.

If the Greenlandic Competition Tribunal expresses serious concerns about the merger, it is important that the parties enter into negotiations of possible commitments well before the expiry of the deadlines, as the authority will normally only consider an approval with conditions if the parties have offered commitments.

Commitments may take any form and they can be either structural or behavioural and with or without time limitations.

The authority may revoke an approval if at any time it becomes aware that incorrect or misleading information has been provided by the parties or if the parties do not comply with the conditions/commitments contained in the approval.

If a merger has been implemented without approval, the Greenlandic Competition Tribunal may prohibit the merger and order a separation of the businesses or any other measure capable of restoring competition.

48) How and when will details about the merger be published?

The Greenlandic Competition Tribunal will generally make a public announcement when it has received a merger notification and again when a decision has been taken. The latter announcement will include a non-confidential version of the decision. The level of detail of decisions varies.

To protect business secrets, the parties are requested to provide a non-confidential description of the transaction with the notification and to identify any confidential information in the notification and the final decision.

49) Access to the file for the merging parties and third parties

The merging parties:

The merging parties have a right of access to the file, which includes correspondence with third parties that the Greenlandic Competition Tribunal may have had, including market survey questionnaires as well as an overview of all documents/correspondence in the file. However, the authority may redact third parties’ confidential information, often including the identity of such third parties. There is no right of access to the authority’s internal documents and correspondence.

Third parties:

Third parties do not have access to the file, but the Greenlandic Competition Tribunal may decide to provide third parties with a non-confidential version of the notification and other documents in connection with its market surveys.

50) Who can appeal and what may be appealed?

Decisions of the Greenlandic Competition Tribunal may be appealed to the Court of Greenland.