The Danish Wolt Decision

The meal-ordering platform Wolt has been found to have infringed Article 102 TFEU in Denmark on three separate accounts of abuse between January 2022 and December 2024: one exclusionary abuse and two exploitative abuses. The first concerned the use of narrow-price-parity clauses, while the latter two involved unfair contractual terms. Although the dominance finding is based on substantial market data, it rests on a narrow market definition that excludes, inter alia, restaurants’ direct sales channels and platforms without delivery. This differs from the EU Commission's approach in comparable cases and may give Wolt grounds to challenge the Decision on appeal. Wolt is understood to be pursuing such an appeal, while the Danish Competition Authority seeks to impose a substantial fine.

Following complaints from restaurants concerning allegedly unfair terms governing the sale of takeaway food through the Wolt platform, and after a two-year investigation, the Danish Competition and Consumer Authority found, on 26 August 2026, that Wolt had infringed Article 102 TFEU and its Danish equivalent. In reaching this conclusion, the Authority defined a separate market for online meal-ordering services. This marks a departure from its 2014 position, when it declined to define such a market, suggesting it now considers the market sufficiently mature and well established, particularly given the proliferation of app-based ordering platforms.

In this market, Wolt had emerged as the leading platform, particularly after displacing Just Eat as the market leader. According to the Authority, Wolt had leveraged this position through a combination of exclusionary and exploitative practices that adversely affected consumers and were incompatible with the special responsibilities incumbent upon a dominant undertaking.

This article examines the Decision and the principles underpinning it in greater detail. The case is currently pending before the Danish courts, where the Danish Competition and Consumer Authority will seek to impose a fine. Wolt is understood to dispute both the finding of infringement and, presumably, any resulting penalty.

1 The relevant markets

In its Decision, the Danish Competition and Consumer Authority defined a separate product market for meal-ordering platforms offering delivery services. The market therefore excluded meal-ordering platforms without delivery, restaurants’ own direct sales channels, and supermarkets, meal-kit providers, kiosks, and other comparable online food services.

The decisive consideration was that delivery constituted a central product characteristic distinguishing platforms offering integrated delivery services from those where the restaurant or consumer was required to arrange delivery independently. Moreover, restaurants could not readily replicate the combination of customer access, marketing, intermediation, and delivery services offered by the platforms. Supermarkets, meal-kit providers, kiosks, and comparable services were likewise excluded.

From the perspective of restaurants, these services did not provide an equivalent sales channel for freshly prepared meals. From the consumers’ perspective, they lacked key characteristics of meal-ordering platforms, in particular the ability to order freshly prepared meals for immediate consumption and have them delivered to their location.

1.A. The geographical scope of the relevant market

The relevant geographic market was defined as Denmark. The Authority acknowledged that the market had both national and local dimensions but nevertheless considered the competitive conditions sufficiently homogeneous across the country to justify defining a single national market. In particular, Wolt’s conduct did not vary materially in response to local competitive conditions.

The Authority also rejected a broader geographic market on the grounds that competitive conditions in Denmark differed materially from those prevailing in other countries. Moreover, demand for meal-ordering platforms was geographically anchored: Danish restaurants and consumers could not readily substitute to platforms operating in other countries. Entry into the Danish market likewise required the establishment of a local logistical infrastructure. The relevant geographic market was therefore defined as the Danish market for meal-ordering platforms offering delivery services.

1.B. Some thoughts on the market definition

The market definition appears well substantiated and supported by market data, including survey evidence, but is nevertheless narrower than the approach adopted in EU cases such as Case M.11936 – Naspers/Just Eat Takeaway. In that case, the Commission defined a market for platform food-delivery services encompassing both platforms that provided delivery services and those that did not. The narrower market definition adopted in the present Decision nevertheless appears defensible. Given that market participants attach significant value to integrated delivery services, and that all major platforms offered such services, a broader market definition would appear unlikely to alter the overall competitive assessment.

That said, the question arises whether restaurants’ direct sales, or platforms that do not provide delivery services, could constitute an out-of-market constraint. This issue is particularly relevant because direct sales subsequently featured in the Authority’s assessment of the alleged abuses, making their absence from the dominance analysis somewhat puzzling. This is especially so given that the Commission expressly recognised and considered such out-of-market constraints in Case M.11936 – Naspers/Just Eat Takeaway.

2. Dominance

The Authority found that Wolt held a dominant position throughout the period 2022–2024, primarily on the basis of its very high and rapidly increasing market share. Measured by the value of orders processed through the platforms, Wolt’s market share increased from approximately 50–60% in 2022 to 70–80% in the second half of 2024. Just Eat remained Wolt’s principal competitor, with a market share of approximately 20–30% in 2024, while the remaining competitors either lost market share or exited the market altogether. The Authority attached particular significance to these market shares in light of the limited evidence of effective competitive pressure exerted on Wolt.

The Authority further identified significant barriers to entry and expansion, notably strong indirect network effects, which, in its view, made it unlikely that the competitive landscape would change materially in the foreseeable future. These effects were reinforced by the high degree of single-homing among consumers, whereby users typically relied on only one platform.

Taken together, these factors supported the Authority’s conclusion that Wolt’s substantial market share was indicative of durable market power rather than merely a temporary competitive advantage.

2.A. No countervailing factors and a market prone to tipping

The Authority also rejected the argument that restaurants possessed sufficient countervailing buyer power. Most restaurants were small and individually represented only a very limited share of Wolt’s business. Although some larger restaurant chains were able to negotiate more favorable terms, restaurants collectively lacked sufficient bargaining power to constrain Wolt’s market power. By contrast, many restaurants considered themselves dependent on Wolt’s access to a large customer base, further weakening their ability to exert effective competitive pressure on the platform.

The Authority further considered the market to be particularly susceptible to tipping. Strong network effects, high levels of single-homing, economies of scale, and other structural factors created a significant risk that the market could evolve towards a winner-takes-all outcome. In the Authority’s assessment, the market had either already tipped, or was at least in the process of tipping, in Wolt’s favor. This assessment reinforced its conclusion that Wolt’s substantial market position was likely to be durable and that competitive constraints from existing or potential rivals were limited.

2.B. Some thoughts on the dominance designation

The Decision’s analysis and conclusion on dominance largely followed from the narrow market definition. However, unlike contemporary cases such as Case M.11936 – Naspers/Just Eat Takeaway, it does not consider whether restaurants’ direct sales could constitute an out-of-market constraint capable of limiting Wolt’s ability to exercise market power. Nor does it examine platforms without delivery services as a potential source of out-of-market competitive constraint. As discussed below, direct sales were more profitable for restaurants and constituted an important element of the competitive dynamics underlying the alleged abuses.

The Decision also gives limited consideration to the implications of Uber’s entry into the Danish food-delivery market in 2026. Although the Decision concerns the period 2022–2024 and therefore predates Uber’s entry, the prospect of such entry may nevertheless have been foreseeable to Wolt and could have constrained its ability to exercise market power during the relevant period. More broadly, Uber’s entry potentially calls into question the Authority’s characterization of the market as particularly susceptible to tipping and protected by substantial barriers to entry.

It is entirely plausible that these considerations would not have altered the Authority’s ultimate conclusion on dominance. Nevertheless, their absence weakens the overall analytical framework and provides Wolt with potentially relevant grounds to raise on appeal.

3. The three accounts of abuse

The Authority identified three distinct forms of abuse: one exclusionary and two exploitative. These are treated as separate and autonomous infringements. However, it could arguably have been more appropriate to assess them as interconnected forms of conduct operating in combination. In particular, the exclusionary conduct appears to have functioned primarily as a prerequisite for the subsequent exploitative practices, rather than constituting an independent form of abuse in its own right.

3.A. Exclusionary abuse: narrow price-parity clauses

The first infringement concerned Wolt’s use of narrow price-parity clauses. These clauses prevented restaurants from charging consumers lower prices through their own direct sales channels than those charged on Wolt. Although the clauses did not formally prevent restaurants from offering lower prices on competing platforms, the Authority found that they could produce effects analogous to those of broad price-parity clauses. If a restaurant offered a lower price on another platform, that price would necessarily also be lower than the price available through the restaurant’s own sales channel. Given the importance of direct sales to restaurants, and the fact that such sales were generally more profitable than sales through platforms, restaurants therefore had a strong economic incentive to avoid such “cannibalization” of their direct sales.

The Authority identified two principal exclusionary effects. First, the clauses raised barriers to entry and expansion by preventing competing platforms from using lower commission rates to attract restaurants. Second, they weakened competitors’ ability and incentive to compete with Wolt on commission rates, since commission reductions would not necessarily translate into lower prices for consumers. The Authority further rejected the arguments that the conduct constituted competition on the merits or that the clauses were objectively justified. Narrow price-parity clauses may, in principle, protect a platform against “free-riding”, for example where consumers make use of a platform’s marketing and intermediation services before completing their purchase directly with the restaurant. In the present case, however, the Authority considered this justification to carry limited weight, given that Wolt’s delivery service constituted a central component of the service offered to consumers.

The Decision thus characterizes Wolt’s use of narrow price-parity clauses as an exclusionary abuse and a distinct infringement of Article 102 TFEU and its Danish equivalent. However, as discussed below, it could arguably have been more appropriate to regard the price-parity clauses as a prerequisite for, or enabling mechanism behind, the subsequent exploitative abuses, rather than as an autonomous infringement.

3.B. Exploitative abuse: price parity combined with unfair terms

The second and third abuses concerned the interaction between the narrow price-parity clause and Wolt’s contractual provisions governing promotional discounts and consumer complaints.

Under the campaign-discount provision, Wolt could unilaterally initiate promotional campaigns and reduce the prices of restaurants’ products on its platform. At the same time, the narrow price-parity clause prevented restaurants from responding by offering lower prices through their own direct sales channels. The Authority characterized this arrangement as imposing unfair trading conditions. Its assessment rested on three principal considerations: (a) the conditions were imposed through Wolt’s standard contractual terms; (b) the interaction between the two clauses created an asymmetry that operated to the detriment of restaurants; and (c) the resulting restrictions were neither necessary nor proportionate to Wolt’s legitimate commercial interests. The Authority further concluded that the arrangement could not be objectively justified.

Importantly, the Authority did not consider promotional campaigns or discounts, as such, to be unlawful. Rather, the concern arose from the combination of Wolt’s unilateral ability to reduce prices with the narrow price-parity obligation, which prevented restaurants from responding competitively through their own sales channels. It was this interaction that, in the Authority’s view, transformed an otherwise legitimate promotional mechanism into an unfair trading condition.

The compensation clause authorized Wolt to compensate consumers on behalf of, and at the expense of, restaurants for claims of up to DKK 400 per transaction without obtaining the restaurant’s prior consent, unless the parties had agreed otherwise in writing. The Authority considered this arrangement unfair for three principal reasons. First, Wolt had discretionary authority to determine when compensation should be paid, without sufficiently clear and predetermined criteria governing the exercise of that discretion. This gave Wolt considerable unilateral control over a cost that was ultimately borne by the restaurant. Second, the provision imposed disproportionate and uncompensated financial risks on restaurants. The narrow price-parity clause exacerbated this problem because restaurants could not readily mitigate the resulting costs by charging higher prices on Wolt than through their own direct sales channels. Third, the provisions were neither necessary nor proportionate to Wolt’s legitimate commercial interests. Those interests could have been protected through less restrictive means, and the conditions could not, in the Authority’s assessment, be objectively justified.

The Decision thus characterizes both the campaign-discount and compensation arrangements as exploitative abuses and as separate infringements of Article 102 TFEU and its Danish equivalent. Nevertheless, in both cases, the narrow price-parity clause appears to have played a critical role: it either constituted a precondition for the alleged exploitative effect or amplified the harm arising from the other contractual provisions.

4. Overall conclusion and some consolidating thoughts

The Decision is structured around a single finding of dominance but identifies three distinct forms of abuse. However, it might arguably have been more appropriate to analyze the practices as interconnected forms of conduct operating in combination, with the exclusionary abuse enabling or facilitating the subsequent exploitative abuses and potentially not constituting an infringement if considered in isolation. According to the Authority, the narrow price-parity clauses operated in practice in a manner akin to broad parity clauses, preventing restaurants from differentiating their prices across platforms, including where competing platforms charged lower commissions. The Decision’s explanation of this mechanism, however, is either insufficiently developed, highly indirect, or simply too complex to articulate clearly within the confines of a legal decision. Wolt will presumably challenge this finding on appeal. Nevertheless, given that the exploitative abuses appear comparatively straightforward, it is doubtful that an appeal on this point would ultimately alter the overall outcome.

Wolt may have stronger grounds for challenging the finding of dominance. That finding rests largely on the narrow market definition, which excludes, inter alia, restaurants’ direct sales channels, combined with Wolt’s persistently high market share over the three-year period. While the case law has accepted persistently high market shares over three consecutive years as supporting a finding of dominance, this approach rests, at least implicitly, on the assumption that the underlying market power will persist beyond the period examined. Uber’s entry into the meal-ordering platform market in 2026 raises questions as to whether that assumption remains justified. Moreover, restaurants’ direct sales channels played a prominent role in the alleged mechanism of abuse, yet the dominance analysis does not appear to consider them as a potential out-of-market constraint. This contrasts with the EU Commission’s approach in comparable cases. The omission may ultimately prove immaterial, but it is nevertheless significant, as it suggests that the dominance analysis may not fully account for competitive constraints operating outside the narrowly defined relevant market.

Under the current legal framework, the Danish Competition and Consumer Authority cannot impose fines itself but must refer the matter to the courts. The Authority has indicated that it intends to do so, giving Wolt ample opportunity to challenge the Decision on the merits, including both the finding of dominance and the characterization of its conduct as abusive.

***The author can be reached at [email protected] and has no conflicts of interest to declare.