Since the entry into force of the Dutch Competition Act in 1998, the Netherlands has maintained a national merger control regime that applies to concentrations meeting certain turnover thresholds. The Netherlands Authority for Consumers and Markets (ACM) enforces the system and largely mirrors the EU Merger Regulation’s structure.
Under Dutch merger control rules, transactions must be notified to the ACM prior to completion if they constitute a concentration involving a change of control (e.g., a merger, acquisition of sole or joint control over another company, or the creation of a full-function joint venture) and where the applicable turnover thresholds are met, i.e., (i) the companies have a combined worldwide annual turnover of €150 million or more and (ii) at least two of those companies each had an annual turnover of €30 million or more in the Netherlands in the previous calendar year. The transaction may not be implemented until the ACM has granted clearance (the so-called “standstill obligation”). A breach of this obligation – often referred to as “gun jumping” – may result in the ACM imposing significant fines.