Since the entry into force of the Dutch Competition Act in 1998, the Netherlands has maintained a national merger control regime that applies to concentrations meeting certain turnover thresholds. The Netherlands Authority for Consumers and Markets (ACM) enforces the system and largely mirrors the EU Merger Regulation’s structure.
Under Dutch merger control rules, transactions must be notified to the ACM prior to completion if they constitute a concentration involving a change of control (e.g., a merger, acquisition of sole or joint control over another company, or the creation of a full-function joint venture) and where the applicable turnover thresholds are met, i.e., (i) the companies have a combined worldwide annual turnover of €150 million or more and (ii) at least two of those companies each had an annual turnover of €30 million or more in the Netherlands in the previous calendar year. The transaction may not be implemented until the ACM has granted clearance (the so-called “standstill obligation”). A breach of this obligation – often referred to as “gun jumping” – may result in the ACM imposing significant fines.
In addition to the above, the Dutch Investment Review Act (Wet Vifo) (Vifo Act) came into force in June 2023, marking a shift in the Netherlands’ approach to foreign investment. The Vifo Act introduced a comprehensive screening framework that operates alongside existing sector-specific laws, such as the Dutch Telecommunications Act. The Vifo Act aims to safeguard national security by enabling the Dutch government to review and, where necessary, prohibit or impose conditions on acquisitions involving Dutch target companies considered vital to the country’s interests.
The Vifo Act applies broadly, covering not only takeovers but also certain acquisitions of significant influence – even those that do not amount to a change of control. This means that minority investments, particularly in companies active in “sensitive technology,” may now trigger a mandatory notification. The government defines sensitive technology expansively and includes dual-use goods, quantum and photonics technologies, semiconductors, high-assurance products, and military goods. Furthermore, the Vifo Act applies regardless of the acquirer’s nationality, which reflects the Netherlands’ heightened vigilance around foreign influence in critical sectors.
Dutch Foreign Investment Enforcement Actions and National Security Policy Developments
Recent enforcement actions demonstrate the Dutch government’s willingness to use its powers assertively. A notable example of as recently as October 2025 is the case of Nexperia, where the Dutch government invoked the rarely used the Dutch Goods Availability Act (Wbg) – a Cold War-era law from 1952 – to take control of Nijmegen-based chipmaker Nexperia owned by Chinese company Wingtech.
The government cited serious administrative shortcomings and fears that Wingtech intended to dismantle Dutch operations and transfer sensitive technology to China. The Dutch Minister of Economic Affairs suspended the company’s CEO and installed an independent administrator to oversee the company’s voting rights. This intervention has led to ongoing litigation, including international arbitration with claims reportedly reaching $8 billion. Notably, Dutch authorities had previously cleared Wingtech’s acquisition of the Delft-based startup Nowi in late 2023 pursuant to the Act, which indicates that the government has taken a more cautious and selective approach in recent months.
Beyond individual enforcement actions, the ACM is also increasingly emphasizing economic resilience (weerbaarheid) as a policy objective. In its 2026 agenda, the ACM identified the promotion of innovation and resilience as one of its key strategic priorities and highlighted the growing need to reduce the Netherlands’ dependence on a small number of large non-European companies, particularly in digital and technology markets. Within this context, the ACM seeks to remove barriers for innovative Dutch and European companies, e.g., by addressing abuses of market power, facilitating access to data, and promoting the secure and reliable use of data.
These developments indicate that competition policy in the Netherlands is increasingly viewed as a tool to strengthen the resilience of essential markets and infrastructures. While national security screening under the Vifo Act focuses primarily on foreign investments in sensitive sectors, the ACM’s competition enforcement may also play a complementary role in safeguarding the resilience of vital sectors such as energy, telecommunications, and digital services. Together, these developments suggest a broader shift in Dutch regulatory policy, in which both investment screening and competition enforcement contribute to strengthening the country’s economic and technological resilience.
Key Compliance Requirements for Foreign Investors in Dutch Critical Sectors
Looking ahead, the Dutch government might further expand the scope of foreign investment screening, and the ACM may pay more attention to economic resilience when enforcing competition law, both with the aim of strengthening national security and competitiveness.
In January, the Dutch Energy Act came into effect. The legislation extended reviews to cover the indirect acquisition of liquefied natural gas infrastructure and lowered the capacity threshold for electricity production installations to 100 MW (from 250 MW).
The Dutch government has proposed to bring additional sensitive technologies into the review framework of the Act, including advanced materials, AI, biotechnology, nanotechnology, sensor and navigation systems, and nuclear medicine. The list of financial services deemed “vital” may also grow, and we may see new legislation focused on introducing separate screening procedures for defense-related activities.
In its 2026 agenda the ACM seeks to remove barriers for innovative Dutch and European companies highlighting the growing need to reduce the Netherlands’ dependence on a small number of large non-European companies, particularly in digital and technology markets.
At the European level, a new EU Foreign Direct Investment Screening Regulation may come into effect by 2027, which would broaden the scope to indirect investments and greenfield projects and establish a common minimum list of sensitive sectors. Another recent development at EU level is the European Commission’s proposed Industrial Accelerator Act, which introduces new measures to strengthen EU industrial capacity and decarbonization in strategic sectors. Among other things, the proposal establishes conditions for large foreign investments exceeding €100 million in key manufacturing sectors where a single third country controls more than 40% of global production capacity. For further information on the proposed Industrial Accelerator Act, please see our recent GT Alert on this topic.
These developments may underscore a trend: the Netherlands is expanding its scrutiny of foreign investment, with potential implications for a range of sectors and transaction types. Investors may wish to consider that even minority stakes in companies with sensitive activities may now require notification and face detailed review. Data security, operational continuity, and local presence may prove increasingly important considerations, and remedies authorities impose may include updated requirements on data localization and governance.
Stakeholders contemplating transactions in the Netherlands, or involving Dutch businesses with sensitive activities, should consider seeking early advice and may wish to carefully consider the evolving regulatory environment. Proactive planning and engagement with regulators, where needed, may prove crucial to navigating this complex and changing landscape.