Netherlands Moves to Expand Merger Review Powers Below Turnover Thresholds
The Dutch lower house has passed a bill that would let the Netherlands Authority for Consumers and Markets examine and potentially block certain deals that do not meet current turnover-based notification thresholds. The measure aims to address concerns about killer acquisitions and serial purchases of small competitors, especially where turnover does not reflect an innovative target's value. The ACM would gain a call-in power to review transactions that might raise competition issues despite falling below the standard thresholds.
The lower house approved bill 36.774, creating a call-in mechanism for the Netherlands Authority for Consumers and Markets. Existing rules require notification when combined global turnover reaches EUR 150 million and at least two parties each have EUR 30 million in Dutch turnover. The bill targets deals escaping review, including killer acquisitions and sequential purchases of small rivals.
The ACM could call in a deal when one party has at least EUR 50 million in Dutch turnover. It would have four weeks from public announcement, awareness, or six months after the agreement takes effect. The Dutch threshold may rise to EUR 75 million, reducing mandatory filings. Guidelines and no retroactive effect are expected.
The reform may affect startups, investors, and acquirers by bringing more below-threshold deals under review. Founders seeking exits could face longer timelines, remedies, or unwinding risk, while consumers may gain if harmful acquisitions are checked. Compliance costs and uncertainty may rise for smaller targets and investment firms. How broadly this plays out could depend on ACM guidelines and the higher filing threshold.