The case concerns the acquisition of Pilot Air Freight Holdings LLC by Damco USA Inc, a company indirectly owned by Maersk. While the merger was cleared by US competition regulators, the combined turnover of the two companies also met Danish notification thresholds.
In June 2022, Maersk contacted the Danish Competition and Consumer Authority (DCCA) to report that the completed transaction should have been notified. The merger was subsequently approved by the Danish authority without intervention.
Despite Maersk’s voluntary disclosure and cooperation, the court found the company had demonstrated “gross negligence” by completing the merger without prior approval. The court described the failure as a “qualified degree of negligence” and confirmed it constituted a serious breach of Danish merger control rules.
The fine reflects the court’s assessment of the violation but also accounts for mitigating factors. These included Maersk’s immediate contact with the authority upon discovering the oversight, full cooperation during the investigation, and the existence of an internal compliance programme, which the company had followed, though an error occurred during transaction screening.
According to Danish law, mergers must be notified to the DCCA if either of the following conditions is met:
The combined annual turnover in Denmark exceeds DKK 900 million, and at least two parties have Danish turnover of at least DKK 100 million each.
One party has Danish turnover above DKK 3.8 billion, and another has global turnover above the same threshold.
Deputy Director General of the DCCA, Tine Rønde, noted:
“Merger control can only function effectively if companies notify mergers in a timely manner and do not merge before they have received the competition authority’s approval.”
The DCCA ruled in August 2023 that the merger breached Danish merger control laws and referred the case to the Maritime and Commercial Court for sanction.
