Netherlands: Corporate/Commercial Law

The Netherlands is poised to grant its competition authority unprecedented power to scrutinize mergers that fall below traditional notification thresholds, targeting potentially harmful transactions such as roll-up strategies and killer acquisitions. While the Dutch House of Representatives has approved the bill despite criticism from the Council of State, the legislation introduces an asymmetric threshold system and raises standard notification requirements, fundamentally reshaping the country's merger con

The Dutch House of Representatives has approved legislation granting the Netherlands Authority for Consumers and Markets unprecedented power to review and potentially block mergers and acquisitions that fall below existing turnover thresholds. This reform addresses concerns about "killer acquisitions" and strategic buy-and-build strategies that may escape traditional merger control scrutiny...

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.

De Brauw has released its annual reporting checklist for Dutch public limited liability companies with shares or depositary receipts listed on Euronext Amsterdam, covering financial years starting January 1, 2026. This comprehensive tool consolidates extensive disclosure requirements from various legal sources into a single practical overview, now available for both two-tier and one-tier board models.

The European Single Access Point (ESAP) will revolutionize how investors access financial and sustainability information about European companies through a centralized, free platform managed by ESMA. With the Dutch implementing act now published, companies face new format and metadata requirements across multiple phases starting July 2026. Understanding these phased obligations and their impact on issuers, non-listed CSRD companies, and financial institutions is crucial for compliance readiness.

The Netherlands has introduced public country-by-country reporting requirements for large multinational groups with consolidated revenue above EUR 750 million. These new rules will make tax data publicly accessible through the Dutch trade register, allowing journalists, NGOs, investors and competitors to review tax information by jurisdiction. Groups with a calendar financial year must publish their first report by the end of 2026, covering the 2025 financial year.

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

The Netherlands has introduced public country-by-country reporting requirements for large multinational groups with consolidated revenue above EUR 750 million. These new rules will make tax data publicly accessible through the Dutch trade register, allowing journalists, NGOs, investors and competitors to review tax information by jurisdiction. Groups with a calendar financial year must publish their first report by the end of 2026, covering the 2025 financial year.

The Netherlands is poised to grant its competition authority unprecedented power to scrutinize mergers that fall below traditional notification thresholds, targeting potentially harmful transactions such as roll-up strategies and killer acquisitions. While the Dutch House of Representatives has approved the bill despite criticism from the Council of State, the legislation introduces an asymmetric threshold system and raises standard notification requirements, fundamentally reshaping the country's merger con

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