The story so far

The proposal originated in June 2025 as a private member’s bill seeking to introduce a call-in regime for transactions that fall below the Dutch turnover thresholds. In its critical opinion of 1 October 2025, the Council of State accepted the underlying concerns around roll-up strategies and killer acquisitions, but questioned the need for a generic, economy-wide power. In response, the initiator did not narrow the proposal, but instead further substantiated the need for such a generic call-in power in a revised bill submitted on 16 April 2026 (please see our earlier blogpost on Call-in powers for Dutch competition watchdog are one step closer after publication of revised bill). The Minister of Economic Affairs subsequently expressed support for the proposal. On 8 September 2026, the House of Representatives (Tweede Kamer) adopted several amendments and motions that significantly affect the final shape of the regime.

What’s in the bill?

As amended, the bill would empower the Dutch Authority for Consumers and Markets (ACM) to review certain transactions that would otherwise escape merger control because they stay under the regular notification thresholds, by introducing a separate regime to the Dutch Competition Act (DCA). In particular, the proposal now:

  • Creates a separate review regime for below-threshold transactions by adding a new section to the DCA governing the assessment of concentrations that are not otherwise subject to mandatory notification.
  • Applies where at least one party achieved Dutch turnover of EUR 50 million in the preceding financial year. This threshold was increased from EUR 30 million (initially proposed) through an amendment adopted on 8 September 2026. The threshold may subsequently be adjusted by secondary legislation (Algemene Maatregel van Bestuur), allowing future adaptation to economic developments such as inflation.
  • Raises the ordinary notification threshold at the same time, increasing the individual turnover threshold for mandatory notification up from EUR 30 million to EUR 75 million. As a result, substantially fewer transactions are expected to require mandatory notification. This is expected to reduce the annual number of notifications from approximately 130 to around 40 per year.
  • Allows the ACM to request information from the parties with 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.
  • Introduces a statutory reporting mechanism for third parties, under which anyone may alert the ACM to a concentration they suspect could significantly impede effective competition.
  • 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.

Other developments in Parliament

Equally notable is what the House of Representatives chose not to adopt. On scope, the House of Representatives rejected an amendment that would have limited the ACM’s power to sectors designated by secondary legislation. As a result, the call-in power remains sector-neutral and economy-wide, rather than being confined to sectors such as healthcare or digital markets. The House of Representatives also adopted a motion aimed at increasing legal certainty for businesses. Under that motion, the legislation will not enter into force until the ACM has published draft guidelines for public consultation and established a procedure that allows businesses to seek an informal opinion on proposed transactions. The motion is intended to give parties more clarity on the circumstances in which the ACM is likely to exercise its call-in powers.

Why does this matter for dealmakers?

As set out in Call-in powers for Dutch competition watchdog are one step closer after publication of revised bill, the entry into force of the draft bill would considerably change the dynamics for parties contemplating strategic transactions involving relatively small targets in already concentrated markets. The same applies to transactions that may be limited in scope individually, but could cumulatively or strategically weaken existing or potential competitive constraints, including through roll-up strategies or acquisitions of nascent competitors.

The amendments adopted on 8 September 2026 do not fundamentally change that outcome. Rather, they recalibrate the balance between mandatory notifications and discretionary intervention. On the one hand, raising the ordinary notification threshold from EUR 30 million to EUR 75 million means that many mid-sized deals that would previously have required a mandatory filing will fall outside the regime and will no longer require mandatory pre-closing notification to, and approval by, the ACM. On the other hand, dealmakers can no longer assume that smaller acquisitions will proceed without regulatory friction simply because the turnover thresholds are not met and, more exceptionally, the Towercast doctrine cannot be applied. Where at least one undertaking concerned has Dutch turnover of EUR 50 million or more, the ACM may 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. Because the EUR 50 million threshold can later be adjusted by secondary legislation, the reach of the call-in power may shift over time.

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.

What happens next?

The bill must still be adopted by the Senate (Eerste Kamer), after which its entry into force would be set by royal decree. In light of the motion adopted on 8 September 2026, entry into force is expected only after the ACM has published draft guidance and completed a public consultation process.

Conclusion

With its adoption by the House of Representatives, the draft bill granting the ACM call-in powers has taken a significant step forward. If adopted by the Senate, the proposal would represent a significant reform of Dutch merger control. Although the amendments adopted on 8 September 2026 reduce the number of transactions subject to mandatory pre-closing notification, they do not alter the core of the proposal. Dealmakers can no longer rule out merger control risk in the Netherlands simply because a transaction falls below the Dutch notification thresholds. In short, the bill would shift Dutch merger control from a purely threshold-based system towards a more discretionary, risk-based regime, making proactive competition analysis and regulatory strategy increasingly relevant at an early stage of the transaction process.

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.