The Dutch House of Representatives has approved landmark legislation granting the Netherlands Authority for Consumers and Markets new powers to review and block certain mergers.
The law, known as the Wet inroepbevoegdheid ACM (36.774), targets transactions that fall below existing Dutch merger control turnover thresholds but may still raise competition concerns.
Under the current Dutch merger control regime, a concentration must be notified to the ACM where the undertakings concerned generated a combined worldwide turnover of EUR 150 million or more in the prior calendar year.
The existing rules also require that at least two of the undertakings each generated a turnover of EUR 30 million or more in the Netherlands before mandatory notification is triggered.
The legislation was approved by a broad majority in the Dutch House of Representatives on 22 September 2026 and must now be considered by the Dutch Senate, known as the Eerste Kamer.
Amendments adopted during the parliamentary process materially changed the proposed regime, raising the turnover threshold for the call-in power from EUR 30 million up to EUR 50 million.
Simultaneously, the ordinary Dutch merger notification threshold for turnover realised in the Netherlands will increase from EUR 30 million to EUR 75 million, a change expected to reduce the overall number of mandatory filings.
The reform is aimed particularly at serial acquisitions in local or regional markets and so-called killer acquisitions, where an established business acquires a small innovative competitor before it can develop into a meaningful competitive constraint.
The legislation introduces a statutory reporting mechanism under which anyone may alert the ACM to a concentration they suspect could significantly impede effective competition.
Once a transaction is called in, it will be assessed under the same substantive competition test used for standard notifiable mergers, aligning the new process with the existing Dutch framework.
The legislation also provides for remedies and, ultimately, the unwinding of transactions if a called-in concentration is found to be incompatible with effective competition and approval is not obtained.
The bill requires the ACM to publicly consult on draft guidance before the regime enters into force, with that consultation covering the circumstances in which the call-in power may be used and concrete examples of its application.
Entry into force is unlikely before the first half of 2027 at the earliest, given the Act must still pass through the Senate and complete the required public consultation process.
The possibility of regulatory intervention after the fact will affect transaction documentation and may affect deal timetables for businesses operating in the Netherlands.
Parties may need to consider conducting a substantive merger assessment and whether proactive engagement with the ACM is appropriate, particularly where estimated market shares are relatively high or the target exerts a significant competitive constraint.