Government intervention

On 30 September 2025, the Dutch government formally intervened in the semiconductor company Nexperia, headquartered in the Netherlands, whose shares have been indirectly owned by the Chinese corporation Wingtech Technology since 2019. This intervention was confirmed in an official government communication published on 12 October 2025 and further detailed in a decision memorandum on 14 October 2025. The measure was taken due to identified shortcomings in the company’s governance, as stated in the memorandum by the Minister of Economic Affairs (the Minister).

Under the intervention, the Minister issued an order prohibiting Nexperia, for a period of one year, from making any changes to its assets, intellectual property, business operations or personnel. According to the Minister, Nexperia’s governance shortcomings specifically involved the improper transfer of production capacity, financial resources and intellectual property rights to a foreign entity owned by the CEO, which is not affiliated with Nexperia. The Minister stated that this posed an acute and serious threat to the continuity of the company and the retention of crucial technological knowledge and production capacity in the Netherlands and Europe. These risks were particularly relevant for the automotive, consumer electronics and defence sectors. The Minister concluded that such risks could have significant consequences for the Dutch and European economies and therefore constituted a threat to national economic security. The order under the Act, as outlined below, is intended to eliminate these risks and safeguard the stability of the company, thereby preventing risky strategic dependency. The measure is temporary and will remain in effect for a maximum of one year.

The Dutch government’s intervention regarding Nexperia was based on the Dutch Goods Availability Act (Wet beschikbaarheid goederen, the “Act”). This Act, dating back to 1952, grants each minister powers to ensure the availability of essential goods during a national emergency. This is the first occasion on which the Dutch government has invoked this right. The use of this instrument is highly exceptional and should be distinguished from the general foreign direct investment (FDI) screening framework, as it does not concern an investment review procedure.

Under Article 2 of the Act, each minister is empowered, if deemed necessary to secure the continued availability of goods in preparation for emergencies, to issue general or specific orders to the rights holder (e.g., the company). Such orders may, for example, require that certain goods are not consumed or processed, that their condition or location be maintained, or that they are properly preserved. Article 7 of the Act authorises responsible ministers to designate persons charged with supervising compliance with Articles 2 and 2a of the Act.

Notably, prior to invoking the relevant statutory powers, the Minister issued a Decree dated 30 September 2025, designating the Dutch Economic Security Supervision Department (Toezicht Economische Veiligheid) of the Directorate for Economic Security Supervision and Ownership Advisory (Toezicht Economische Veiligheid en Eigenaarsadvisering) within the Ministry of Economic Affairs as the competent supervisory authority. As part of this designation, Mr Nobel, head of the Dutch Investment Screening Office (Bureau Toetsing Investeringen, BTI), which is responsible for FDI assessments, was later appointed as a Management Team (MT) member of that supervisory authority, (link).

On 19 November 2025, the Minister announced that the order under the Act had been suspended. However, an obligation to provide information to the Minister remains in place; Nexperia must inform the Minister of any transfers of production resources and knowledge between its facilities.

Inquiry proceedings before the Enterprise Chamber

Separately, Nexperia’s co-directors initiated independent inquiry proceedings (enquêteprocedure) before the Enterprise Chamber in Amsterdam. On 7, 8 and 13 October 2025, the Enterprise Chamber issued rulings finding that there were well-founded reasons to doubt the soundness of Nexperia’s policy and course of affairs. These concerns were based, among other things, on conflicts of interest, the conduct of the CEO and failure to comply with certain commitments made to the Dutch government.

As a result, the Enterprise Chamber imposed immediate provisional measures, including the suspension of the CEO, the appointment of a temporary non-executive director with decisive voting rights, and the transfer of all shares (except one) in Nexperia, indirectly held by Wingtech Technology, to a court-appointed administrator.

Recap and takeaways

The Dutch government’s intervention in Nexperia under the Act, followed by inquiry proceedings before the Enterprise Chamber, illustrates how statutory powers and judicial measures can be combined in cases involving governance concerns and national economic security. While the temporary order under the Act has been suspended, reporting obligations remain in force, and the provisional measures imposed by the Enterprise Chamber continue to apply. These developments show that exceptional regulatory instruments may be deployed alongside court-imposed measures when risks related to governance, ownership structures or strategic dependencies arise. It remains uncertain whether such interventions will become more prevalent; however, the prevailing expectation is that this constitutes a highly exceptional case