On 22 September 2026 the Dutch House of Representatives approved a bill that would let the Netherlands Authority for Consumers and Markets (ACM) pull in mergers that fall below the notification thresholds. It now goes to the Senate. The bill is a serious answer to a real enforcement gap. Whether it helps innovation or taxes it depends on how much certainty the ACM gives dealmakers before the law takes effect.
What the House approved
The reform has two halves. The mandatory notification threshold rises from €30 million to €75 million of Dutch turnover per undertaking. In return, the ACM gets a call-in power over deals below that line where at least one party has €50 million or more in Dutch turnover. According to Loyens & Loeff's account of the bill's passage, the €50 million figure is up from the €30 million in the original private member's bill. The same source says the higher notification threshold would cut mandatory filings from roughly 130 a year to about 40.
The clock is short. As Greenberg Traurig summarises, the ACM has four weeks to request a review, counted from the earliest of three dates: public announcement, the ACM learning of the deal, or six months after the implementing agreement takes effect. If a called-in deal significantly impedes competition, Clifford Chance notes, completed transactions can be unwound.
The strongest case for the power
The case for the power is real. Merger control built on turnover thresholds is blind to the deals that matter most in fast-moving markets. A start-up with a promising product but little revenue can be bought by an incumbent before it becomes a rival. Serial acquirers can also assemble a dominant position from pieces that each look too small to notice. The ACM already acted on this logic. Clifford Chance reports that in February 2025 it cleared a pallet-company acquisition while explicitly applying a "stringing beads" theory of harm. Without a statutory call-in, regulators must reach for awkward workarounds. Supporters also point out that the Netherlands would only be joining Italy, Sweden, Denmark and Ireland, which already have below-threshold powers.
Why the EU route closed, and what it teaches
The Dutch move follows a door slamming in Luxembourg. On 3 September 2024 the EU Court of Justice held in Illumina/Grail that member states cannot refer transactions to the European Commission under Article 22 if the deals are not caught by their own national merger rules. Davis Polk's analysis quotes the Court's emphasis that notifying parties should be able to know whether they must notify, to whom, and under what procedure. National call-in powers are the obvious substitute. But the Court's reasoning also supplies the test for judging them: predictability is a feature of merger control, not a formality.
Where the design is weakest
The Council of State, the Netherlands' top advisory body, raised exactly this concern. In its 1 October 2025 advice on the bill, the Council found the case for a generic call-in power insufficiently motivated. It warned that a call-in power without a clear assessment framework or material limitation harms legal certainty and adds administrative burden for businesses (the advice is Kamerstuk 36774 no. 4, published by the Senate). The ACM answered the Council's questions in a published response of 4 December 2025, defending the need for the power.
The House addressed part of the criticism. Per Loyens & Loeff, it adopted a motion requiring the ACM to publish draft guidelines and set up a procedure for informal opinions before the law takes effect. That is welcome. But the House also rejected sector-specific limits, so the power stays economy-wide. The bill's rationale drew on cases such as medical practices, veterinarians and childcare bought by investment companies, not only tech. A start-up founder in Utrecht, and the venture investors funding them, will read this as a discretionary option held by a regulator over any exit involving a party with €50 million of Dutch turnover.
That matters for innovation. The exit route for a European start-up is very often an acquisition, and the prospect of a sale is part of what makes early-stage risk-taking rational. Most deals a call-in power could reach are harmless or even pro-competitive, because they put good technology into a larger firm's distribution. A four-week window, plus a six-month backstop after closing, means a buyer can face uncertainty well after the champagne. Buyers will price that uncertainty into offers or add conditions to contracts, and the cost falls on sellers.
What proportionate looks like
The ACM's approach should be judged on a few tests once the Senate acts:
- Publish specific guidance. The guidelines should state which theories of harm trigger a call-in, such as documented overlap in nascent products or a pattern of serial roll-ups. Vague references to "significant impediment" will not do.
- Offer fast comfort. The informal-opinion procedure should return answers in days, not months, so parties can close with confidence.
- Report the outcomes. The ACM should publish how many deals it calls in, how many it clears, and how long each took. A power justified by rare killer acquisitions should be used rarely, and the data should show it.
- Review the regime. A sunset or evaluation clause after a few years would test whether the power caught real harm or mainly added friction.
The bill has a reasonable core. Modernising a threshold system that misses roll-ups and nascent-competitor buyouts is legitimate, and lifting the ordinary filing threshold to €75 million removes a real burden for routine deals. The risk is in the discretion. If the ACM uses the power narrowly and predictably, the Netherlands gets a targeted tool. If it does not, founders and investors will treat Dutch turnover as a deal risk, and that is a poor trade for a country that wants its tech sector to grow.