Netherlands: Corporate/Commercial Law

The Dutch House of Representatives has adopted a private member's bill introducing call-in powers for the Dutch competition authority ACM, enabling review of below-threshold transactions while simultaneously raising mandatory notification thresholds. This reform shifts Dutch merger control from a purely threshold-based system toward a discretionary, risk-based regime that could significantly impact dealmakers pursuing roll-up strategies, buy-and-build models, or acquisitions in concentrated markets.

The Dutch Supreme Court has ruled that unrealised losses fall within the scope of the Loss Restriction Rule, creating new administrative challenges for taxpayers who must now identify, value and monitor such losses at the time of qualifying ownership changes. While the judgment clarifies this principal issue, it leaves several technical questions unresolved, particularly affecting real estate structures, asset-intensive businesses and distressed M&A transactions.

This article examines the most common real estate legal issues discovered during due diligence in Dutch M&A transactions, including the absence of written lease agreements, unauthorised subletting arrangements, and change of control provisions in lease contracts. It provides practical guidance on how these findings impact transaction certainty, valuation, and the rights of parties involved in mergers and acquisitions.

The Netherlands is introducing a strict new accreditation regime for temporary staffing that will fundamentally change how international businesses deploy workers on Dutch projects. Starting in 2028, all organizations supplying personnel in the Netherlands must obtain government admission permits, with hirers facing legal obligations to verify supplier compliance before work begins.

The Future Pensions Act mandates that Dutch pension schemes transition to new solidarity-based or flexible defined contribution models by 2028, requiring the conversion of collective pension assets into individual capital accounts. This process raises critical questions about fair allocation of pension fund assets and the potential liability exposure for social partners and pension funds when distributions become unbalanced.

A critical deadline looms for European issuers with securities traded outside the EU, as a key grandfathering clause under the CSD Regulation expires on 17 January 2027. Without timely regulatory action, third-country central securities depositories like DTC may be forced to suspend services to affected EU issuers, potentially disrupting trading in their equity and debt instruments on international markets.

The Dutch government has unveiled its Tax Plans 2027, introducing significant changes for corporate taxpayers including retroactive implementation of the Side-by-Side package and modifications to participation exemption rules for foreign currency hedging. The proposals emphasize innovation through enhanced tax benefits for SMEs and improved treatment of employee share options in start-ups, though their adoption faces uncertainty given the government's lack of parliamentary majority.

Private investors and banks are increasingly willing to fund defense companies in the Netherlands, yet early-stage innovators face significant financing challenges due to structural tensions in government procurement...

The Dutch government has introduced a draft bill aimed at making employee participation through shared option schemes more tax-efficient for innovative start-ups and scale-ups

Stefan van Wijk of BUREN has been appointed administrator following the bankruptcy of six Dutch companies operating under the Hortilux and Agrilight brands, which manufacture lighting installations for greenhouse horticulture and livestock housing. With over ten parties already expressing interest and intensive restart efforts underway, the administrator is preparing an information memorandum to facilitate potential acquisitions while maintaining operations in the interim.

De Rechtbank Den Haag heeft surseance van betaling verleend aan zes ondernemingen binnen de Dool Industries groep, waaronder Hortilux Schréder B.V. en Agrilight B.V.

The Dutch House of Representatives has adopted a private member's bill introducing call-in powers for the Dutch competition authority ACM, enabling review of below-threshold transactions while simultaneously raising mandatory notification thresholds. This reform shifts Dutch merger control from a purely threshold-based system toward a discretionary, risk-based regime that could significantly impact dealmakers pursuing roll-up strategies, buy-and-build models, or acquisitions in concentrated markets.