The Ban on Financial Assistance in the Danish Companies Act: An Assessment of the Financial Assistance Ban in the Danish Companies Act and Its Consequences for the Valuation and Financing of Leveraged Buy-outs

Kenneth Hansen

Student thesis: Master thesis

Abstract

In this paper the ban on giving financial assistance in the Danish Companies Act will be addressed with a focus on the significance for the valuation of corporations in the context of a leveraged buy-out. Alternatives to financial assistance will be examined to assess the possibilities to work around the ban to mitigate the added cost of financing a LBO when the target company’s assets cannot be used as a source of finance or as collateral in a loan.
The possibility for financing the acquisition of the target company within the limits of legal financial assistance will be addressed, with the view, that the limits imposed makes it an unattractive alternative to other possibilities for mitigating the cost of debt associated with said debt being placed outside the company generating the cash flow which will ultimately be the source of funds used to finance the acquisition. It will be shown that debt push down is still the best financial opportunity for getting financial assistance from the target company without risking non-compliance with the ban on financial assistance.
The impact of the financial assistance ban for the valuation of a company in the context of an leveraged buy-out will be assessed under the assumption that the provider of debt will require a premium for the added risk associated with the structural subordination imposed by the debt being placed in the parent company as well as the consequences of various alternatives to using the target company as a direct source of funding, e.g. debt push-down, dividend payments or share repurchase arrangements, for the valuation of the corporation.
The legality of the various arrangements commonly used in a leveraged buy-out transaction will be addressed to assess if the constitute unlawful financial assistance.

EducationsMSc in Commercial Law, (Graduate Programme) Final Thesis
LanguageDanish
Publication date2020
Number of pages102