Written by: Miloš Stevanović

At the center of these events is the Novo Nordisk Foundation, the largest shareholder of the company and its founding guardian. The Foundation is a non-profit organization that unites business ownership with philanthropy – through it, scientific research and socially beneficial projects are financed, while at the same time it owns a controlling share of Novo Nordisk’s stock. According to the ownership structure, the Foundation, through its investment arm (Novo Holdings A/S), holds about 28% of the company’s capital, but thanks to special rights it has as much as 77% of the voting rights, which makes it the controlling shareholder. In other words, the Novo Nordisk Foundation has a decisive influence on the company’s strategic decisions and management composition.

Until now, the Foundation had acted mostly from the background, rarely directly interfering in day-to-day management. However, the recent events show that the Foundation is ready to actively use its influence when it deems it necessary. Dissatisfied with the direction the company was taking, the Foundation made an unprecedented move: it used its majority vote to effectively take control of the board. As media reported, the Foundation openly requested a thorough reconstruction of the board of directors – proposing its own candidates for as many as six board seats, including the position of chairman. With this move, independent board members who opposed accelerated changes were practically forced to resign. Novo Nordisk will thus have a new, reduced board of 10 members (6 elected by shareholders and 4 representing employees), instead of the previous 12, which potentially makes it easier for the Foundation to consolidate its influence.

The entry of Sørensen at the head of the board further strengthens the connection between the company and the Foundation, given that he also remains chairman of the Novo Nordisk Foundation. In this way, at least in the short term, the Foundation will have a direct hand on the company’s steering wheel. “Novo Nordisk is now coming under even stronger control of the Foundation,” one analyst observed, calling the Foundation’s intervention “somewhat of a coup.” Nevertheless, Sørensen rejects such characterizations and seeks to calm tensions. He emphasizes that the Foundation has no ambition to permanently manage the company with this level of intensity and that the goal is, after stabilizing the course, to return management to its usual framework: “This is by no means the procedure and model of management that we want in the future,” Sørensen pointed out, alluding that the Foundation does not want to lead the company in such a direct way on a permanent basis. At this moment, however, the Foundation clearly believes that drastic action is justified to protect the long-term interests of Novo Nordisk and its shareholders.

Motivation for Changes: Strategy, Conflicts, and Long-Term Goals

What led to such a sudden and public management change in one of the most successful European companies? The key to the answer lies in the strategic disagreement between the independent board and the controlling shareholder (the Foundation) over how to deal with new challenges in the market. Reports reveal that there was an internal conflict over the pace and scope of the changes needed at Novo Nordisk, particularly in the key U.S. market.

The Novo Nordisk Foundation criticized the former board for being too slow to recognize changes in the environment, especially in the U.S. market, which is the largest pharmaceutical market in the world. They believed that management did not respond aggressively enough to the explosive growth in demand for obesity drugs nor to the increasingly sharp competition. They also reproached the board’s caution in making personnel changes at the top – the Foundation, in fact, had earlier signaled its dissatisfaction with the then-CEO Jørgensen and was the driving force behind his removal, while part of the board hesitated on that matter. Now, after the dismissal of the chief executive officer, it was the board of directors’ turn.

The struggle for influence came openly to the surface during discussions about the composition of the board. According to Sørensen himself, it was not possible to reach an agreement between the previous board and the Foundation regarding the future management structure. The majority owner advocated for a fast and comprehensive renewal of the board, while the independent members preferred a gradual approach – adding only a few new members with specific competencies while maintaining continuity. This discrepancy in visions (rapid and radical change versus gradual transition) produced, as Sørensen said, “an issue of urgency and scale of change about which we could not reach a consensus.” The result of the disagreement was the resignation of the entire previous board.

As a deeper motive of the Foundation, there is mention of an effort to ensure Novo Nordisk’s long-term sustainability and dominance in its key therapeutic areas. After the dizzying growth of 2022–2023, the company faced, in 2024 and 2025, the first signs of market saturation and competitive pressure, which revealed certain weaknesses in its strategy. The Foundation clearly concluded that new people with fresh energy and different experience were needed in order for the company to adapt to the “new normal,” in which it is no longer the only player in town. Supporting this, it is pointed out that the new board candidates include experts with experience in the U.S. market and in the consumer sector, which suggests a change of course toward a more aggressive approach to end users and the broader public. Sørensen emphasizes that GLP-1 drugs are increasingly “consumer” products – demanded directly by consumers – and that management must include people who understand such market dynamics.

Independent observers assess that this is also a precedent in corporate governance: it is rare for a majority shareholder of such a large corporation to publicly dismiss almost an entire board due to strategic differences. The situation somewhat resembles a “coup” by the majority shareholder, although formally everything was carried out in accordance with the rules. In short, the Foundation used the legal right granted by its majority voting package to change the composition of the board when it assessed that management was not heading in the desired direction. Analysts such as Markus Manns from Union Investment interpret this as a sign that the Foundation wants to have more direct influence over the company’s future, believing that the previous management did not react quickly enough to the “rapidly changing environment” and that the company was starting to lose pace against competitors.

The goal of these changes, from the Foundation’s point of view, is to align the company’s strategy with the long-term visions of the majority owner. And that vision is clear: to maintain a leadership position in the field of diabetes and obesity, to continue innovation, and to grow sustainably, without compromising global dominance in the GLP-1 therapy class. The Foundation, which itself has a broader philanthropic mandate in improving public health, wants Novo Nordisk to remain the leader in treating the diseases of the modern age – and believes this can be achieved only through readiness for rapid change and adaptation to new market realities.

“Ozempic Effect” and Global Domination in the Obesity Market

Understanding the background of these events requires a look at the business context: the incredible success of Novo Nordisk with Ozempic and related drugs that brought the company to its peak – but also caused new problems. In the period from 2019 to 2023, Novo Nordisk was launched into orbit thanks to semaglutide (Ozempic/Wegovy). Revenues exploded: from about 141 billion DKK in 2021, they jumped to 232.3 billion DKK in 2023, with annual growth rates of 25–31%, reaching 290.4 billion DKK in 2024. That is more than a doubling of revenue compared to the pre-semaglutide period. Net profit grew equally impressively, driven by demand for these revolutionary therapies. Ozempic and Wegovy together accounted for about 55% of Novo Nordisk’s total revenue in 2023, which vividly shows how much the company’s business success relied on a single innovative product.

That success also turned into an incredible surge in the company’s market value. By the end of 2023, Novo Nordisk had surpassed the French LVMH by market capitalization and became the most valuable European firm. In March 2024, the company’s value reached about USD 604 billion, placing Novo Nordisk among the 12 most valuable companies in the world. The stock price reached record levels at the beginning of 2024, riding on the news about the success of new weight-loss drugs in development. At one point, the company was worth more than the entire annual GDP of Denmark, contributing as much as 15% of the state’s tax revenues and creating 20% of new jobs in the country during 2023. Novo Nordisk entered the history of European business as a rare example of a pharmaceutical innovation-driven company that spurred the economic growth of an entire nation.

However, this domination also provoked a reaction from competitors. Pharmaceutical companies worldwide accelerated the development of rival drugs for obesity and diabetes, which sparked a real race. By the end of 2024, Novo Nordisk had fallen to second place among global pharmaceutical companies by market value (behind the American Eli Lilly), and by mid-2025 it had slipped to fifth place. The cause of this was the emergence of new competing drugs (such as Lilly’s dual GLP-1 analogue tirzepatide) as well as informal “generic” alternatives – especially in the U.S., where certain specialized pharmacies began offering compounded semaglutide preparations outside Novo Nordisk’s distribution. These compounding drugs exploited regulatory loopholes to attract a portion of patients, which eroded Wegovy’s exclusivity in the American market. As a result, sales growth slowed down, and investors began to question whether the peak of the “Ozempic era” might already have passed.

Despite the mentioned challenges, Novo Nordisk’s current business indicators remain strong. The company is still the global leader in the field of diabetes and obesity: it holds a huge market share – internal estimates say about 70% of the global obesity drug market by sales volume, as well as more than half of the market for GLP-1 therapies for diabetes. Wegovy (semaglutide for obesity) continues to record sales growth of over 50% per year, and interest in this class of drugs around the world is not subsiding due to the obesity pandemic. However, it is clear that the era of unrestrained growth that the company enjoyed for two years will not last without investment and adaptation. Novo Nordisk is now intensively investing in the expansion of production capacities (it has purchased several manufacturing plants to increase drug supply) and in accelerating the development of new therapies to maintain its acquired advantage. It also strives to diversify its offer – and both analysts and investors expect the company to broaden its focus beyond semaglutide itself, to secure itself against potential dependency on a single blockbuster. In that sense, aggressive pursuit of the next generation of drugs (whether improved GLP-1 analogues or completely new mechanisms) has become a priority.

For Novo Nordisk, the Ozempic effect has been a double-edged sword: on the one hand, it brought them global recognition, record revenues, and market primacy in obesity treatment; on the other hand, that rapid rise exposed them to pressure to solve just as rapidly the problems that followed – from production and logistics capacity limits, through regulatory issues, to defending market share from hungry competition. It is precisely here that we return to the moves of the Foundation and management: the change of leadership can be seen as a response to the need for the company to adapt to the post-Ozempic phase of the market, where there is no longer room for complacency or slow decisions.

Legal and Corporate Aspects of the Management Change

The recent events at Novo Nordisk are also interesting from the perspective of corporate law and management practice. They raise questions about the balance of power between the independent board and the majority shareholder, about the responsibility of management toward the owners, and about the mechanisms of control in modern corporations.

First, it is important to emphasize that everything was formally carried out in accordance with corporate rules and the Danish Companies Act. Shareholders have the right to elect board members at the general meeting, and the majority shareholder has a decisive influence on that election. The Novo Nordisk Foundation used precisely that right: it initiated an extraordinary general meeting in order to propose changes to the board, being dissatisfied with the work of the previous directors. The board, which in principle was supposed to represent the interests of all shareholders, found itself in a situation where the largest shareholder publicly called it to account for results and strategic decisions. In corporate practice, this is a relatively rare case of direct accountability of directors: usually such disagreements are resolved quietly, through dialogue behind closed doors. Here, on the contrary, there was open disagreement that was resolved by the collective resignation of the board, practically acknowledging the will of the majority owner.

Such an outcome raises the question of the independence of the board in companies with dominant owners. Helge Lund and the other independent directors of Novo Nordisk were experienced professionals of reputation (Lund, for example, is the former CEO of the energy giant Equinor/Statoil and chairman of BP). Their task was to provide strategic oversight and to protect the interests of a broader circle of shareholders, not only those of the majority. When the majority shareholder disagrees with the company’s direction, the independent board theoretically should take the position it believes is best for the company as a whole, even if that means opposing the largest owner. However, in practice, if differences become irreconcilable, the majority owner can always impose change – either by voting at the meeting for new directors or by pressuring existing ones to resign, as happened here.

From a legal standpoint, management (the board) has a fiduciary duty to act in the best interests of the company and all its shareholders. If the majority shareholder believes that the board is not doing so effectively (for example, that it hesitates to take actions necessary to protect the company’s value), then it can be considered justified to take the initiative. In the case of Novo Nordisk, the Foundation judged that the board was too slow and conservative while the company was losing market momentum. From the perspective of corporate law, their intervention can be viewed as the protection of the owner’s interests – especially since the Foundation represents not only itself but indirectly a broader social interest (the company’s income flows into research and development funds through the Foundation). However, such a move also carries potential risks: removing independent control mechanisms within the board may lead to fewer checks and balances in the future. Investors usually like to see independent voices on the board who will not simply follow the majority owner, in order to prevent overconfident or risky decision-making. Therefore, it will be important for the new board – although filled mostly with candidates close to the Foundation – to prove that it will take care of the company’s long-term sustainability, not only the short-term interests of the majority shareholder.

One legal aspect that stands out here is respect for procedures. Novo Nordisk announced an extraordinary general meeting for the formal voting on the new board members, which means that all shareholders will have the opportunity to express their opinion. In this way, the conditions of transparency and legitimacy of the decision are fulfilled. The Foundation, although de facto making the decision thanks to its controlling voting package, had to follow the formal steps – announcing the proposal, explaining the changes, and convening the meeting – thereby allowing minority shareholders to be informed and involved in the process. In such situations, sometimes minority shareholders may express dissatisfaction (because they lose board representatives who were considered independent advocates of their interests). For now, however, there have been no signs of organized opposition from minorities; investor reactions have mainly focused on business rather than ownership-legal implications.

Management responsibility has been further emphasized through statements by the involved actors. The newly appointed board chairman Sørensen rejected terms such as “coup” and insisted that it was a move made in the best interests of the company and its shareholders under rapidly changing circumstances. Such a statement is practically a justification before corporate law: if the management change serves the company’s benefit, then the governing body has fulfilled its duty to act in that interest. On the other hand, the fact that the change occurred only after a roughly 40% drop in stock value from the peak also shows the responsibility of the directors themselves – one can say that some board members thus took moral responsibility for shortcomings in strategic leadership, accepting that their resignation was part of the solution for the company’s recovery.

From the viewpoint of corporate governance, this case could become a study in the balance between stability and efficiency. The Novo Nordisk Foundation has for years guaranteed ownership stability and thereby protected the company from hostile takeovers or short-term market pressures. However, it has now been shown that even stable owners can cause shocks if they judge that it is necessary for long-term well-being. This sends a message to all board members in similar companies: they are accountable to the largest shareholders as much as to the smaller ones and must be ready to explain and justify their decisions to key owners. Otherwise, they may face sudden changes such as those experienced by Novo Nordisk’s board.

Conclusion: What the Changes Mean for Shareholders, Investors, and Partners

Novo Nordisk is a Danish pharmaceutical company and one of the global leaders in the segments of diabetes and obesity. For decades, it has built its reputation through a dominant role in diabetes treatment – holding about half of the world’s insulin production. In recent years, the company has experienced exceptional growth thanks to innovative GLP-1 therapies (such as Ozempic and Wegovy) for type 2 diabetes and body weight regulation. These drugs have launched a global “Ozempic mania,” through which Novo Nordisk sharply increased its revenues and market value, becoming the most valuable European company. At the same time, obesity has imposed itself as one of the largest health markets – over 40% of adults in the USA are obese, and similar trends exist worldwide – which gives Novo Nordisk a central place in addressing that challenge. In such a context, every change at the top of the company attracts great attention from investors and the market.

The latest changes in management therefore represent not only a personnel reshuffle but a deep strategic signal. The Foundation, as the majority owner, has shown that it is ready to actively intervene when it believes that the company is not moving fast enough in adapting to a new phase of growth and competition. Investors and analysts interpret these moves as a warning that Novo Nordisk is entering a period of internal transformation after years of unprecedented expansion. The replacement of both the CEO and almost the entire board at once means that the company will most likely enter a new cycle of strategic re-evaluation – focusing more on efficiency, innovation, and faster responses to market challenges.

For shareholders, this means a period of uncertainty but also of potential opportunity. In the short term, market turbulence and share price fluctuations are likely, given the scope of changes. However, if the new management succeeds in stabilizing operations and defining a convincing plan for the post-Ozempic phase, confidence could quickly return. The Foundation’s strong influence can also be viewed ambivalently: on the one hand, it guarantees that strategic decisions will be made with a long-term perspective, not under pressure from quarterly results; on the other, excessive centralization of power could raise concerns among minority shareholders about the independence of management and transparency of decisions.

For investors, the key question is whether the new management team led by Doustdar and the board headed by Sørensen will be able to maintain the momentum of innovation and market leadership that has defined Novo Nordisk in the last decade. The company still has enviable strengths – powerful brands, scientific know-how, and a dominant market share – but the next stage will require diversification, new technological breakthroughs, and strengthening production capacities to meet global demand. Analysts point out that the era of easy dominance is over and that Novo Nordisk will now have to compete much more aggressively in markets where it was previously unchallenged.

For partners, suppliers, and employees, the announced changes bring both challenges and expectations. Doustdar’s cost-saving measures, including significant workforce reductions, suggest a tightening of operational discipline. However, at the same time, the company is investing heavily in expanding production and developing next-generation drugs, which could open new opportunities for collaboration and growth. The company’s long-term strength remains its combination of scientific innovation, stable ownership through the Foundation, and strong social responsibility – a model that has made Novo Nordisk one of the rare examples of a pharmaceutical company that is both highly profitable and socially engaged.

In the broader sense, the events at Novo Nordisk also illustrate the tension between stability and adaptability that characterizes large corporations in the modern economy. Even the most successful companies cannot rely forever on past formulas for success; sooner or later, they must renew leadership, strategy, and internal culture. Novo Nordisk, once a quiet Scandinavian giant, has now become a symbol of how even a company at its peak must transform in order to remain a leader in the future. Whether the Foundation’s intervention will prove to be a necessary correction or an excessive concentration of power will depend on how the new management justifies the trust placed in it – through results, innovation, and sustainable growth in the years to come.

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