Below‑threshold no longer means below‑risk: Dutch merger control may soon look different for dealmakers

Currently, mergers and acquisitions require the ACM’s prior approval in case the worldwide turnover of all undertakings concerned was EUR 150 million or more in the preceding calendar year, whilst at the same time at least two undertakings concerned separately achieved a turnover of EUR 30 million or more in the Netherlands (and the EU thresholds are not exceeded). 

Snoep’s call for powers to review competition-sensitive transactions below these thresholds was picked up by the legislature in June last year, in the form of a private member’s parliamentary bill. A revised version of the bill was submitted on 16 April 2026.

Council of State advises negatively

On 1 October 2025, the Council of State was rather critical of the original bill. In its opinion, the Council acknowledged that expanding merger control to smaller transactions could address risks such as serial acquisitions ('roll‑up strategies') and killer acquisitions, particularly where ex post enforcement would be ineffective or disruptive. However, the Council raised concerns about the proposal’s design. In particular, it found that the explanatory memorandum did not convincingly demonstrate why a generic call‑in power would be necessary across all sectors of the economy. The Council also questioned the assumption that the new regime would involve only limited additional administrative and enforcement burdens. Snoep suggested multiple times that the enforcement burden could be reduced by raising the regular turnover thresholds, but this suggestion has thus far not been included in either the original or the revised bill.  

The Council therefore advised the legislature to better substantiate the necessity of a cross‑sectoral call‑in power, or to narrow the proposal or adapt its design, including by clarifying criteria and procedural safeguards.

Coalition and initiator press on nonetheless

Despite the Council of State’s reservations, the new Jetten administration, which took office in February 2026 expressed its intention to introduce call-in powers for the ACM in its coalition agreement (see our earlier article). Although the Minister of Economic Affairs has not yet given concrete form to this intention, the initiator of the original bill has now submitted a revised proposal. In view of the government’s intentions as expressed in the coalition agreement, the Minister may be expected to embrace at least the key features of the revised proposal.

What’s in the bill?

Despite the Council of State’s critical advice, the revised proposal is very similar to the original bill. In particular, the proposal still:

  • Creates a separate review regime for below‑threshold transactions by adding a new section to the Dutch Competition Act governing the assessment of concentrations that are not otherwise notifiable.
  • Applies where at least one party achieved Dutch turnover of EUR 30 million or more in the preceding financial year, even if the normal turnover thresholds for merger notification are not met.
  • Allows the ACM to request information from the parties within defined time limits if it considers this necessary to assess whether a transaction could significantly impede effective competition, in particular through the creation or strengthening of a dominant position.
  • Empowers the ACM to impose a notification obligation and a standstill requirement if, based on the information obtained, it considers that the transaction may raise serious competition concerns.
  • Aligns the subsequent review process with the existing Dutch merger control framework, meaning that once called in, the transaction is assessed under the same substantive competition test used for notifiable mergers.
  • Provides for remedies and, ultimately, unwinding of transactions if a called‑in concentration is found to be incompatible with effective competition and approval is not obtained.

Why does this matter for dealmakers?

If the bill would pass, this would considerably change the dynamics faced by in particular parties intending to enter into strategic transactions involving relatively small-sized targets in already concentrated markets, as well as transactions that, while individually limited in scope, may cumulatively or strategically weaken existing or potential competitive constraints, including through roll‑up strategies or the acquisition of nascent competitors.  

Dealmakers can no longer assume that smaller acquisitions will proceed without regulatory friction, simply because the turnover thresholds are not met. Where at least one party (usually the purchaser) has a Dutch turnover of EUR 30 million or more, the ACM may now intervene, request information, and ultimately impose a notification obligation and temporary standstill. If a transaction has already been implemented, the ACM may also order its unwinding.

For transactions driven by roll‑up strategies, private equity buy‑and‑build models, or local‑market consolidation, this introduces a new layer of execution risk and timing uncertainty. Such transactions may attract scrutiny if the ACM considers that it could significantly impede effective competition – particularly in already concentrated or local markets.

From a deal‑structuring perspective, this means:

  • In the negotiation phase of a proposed transaction, earlier competition risk screening will be needed, even for 'below‑threshold' deals.
  • In the transaction documentation, notably in the SPA for share deals, long‑stop dates, conditions precedent and risk allocation may need to be tailored to take the new rules into account.
  • Between signing and closing and even post-closing, deal timelines may need additional flexibility to accommodate possible information requests or informal engagement with the ACM.

In short, the bill shifts Dutch merger control from a purely threshold‑based system to a more discretionary, risk‑based regime, making proactive competition analysis and regulatory strategy increasingly relevant at an early stage of the transaction process.

What happens next?

The revised bill will now be considered by the House of Representatives (Tweede Kamer). If it passes there, it will also need to pass in the Senate (Eerste Kamer). In parallel, the Minister of Economic Affairs may clarify how the government intends to give effect to the coalition agreement’s commitment to introduce call‑in powers, and whether it will rely on the current initiative, propose amendments, or introduce its own legislative proposal. Since the ACM is clearly backing the existing proposal (albeit with the suggestion to raise the turnover thresholds for mandatory notification), the government may be expected to do the same. Although timing remains uncertain, the political momentum behind the reform suggests that some form of call‑in regime is likely to materialise.

Conclusion

If the proposal passes, dealmakers can no longer rule out merger clearance risk in the Netherlands simply because a transaction falls below the Dutch notification thresholds. 

Contact

If you have any questions or would like to explore the implications of these developments for your business, please feel free to get in touch with one of the advisers mentioned below.