On 30 April 2026, law firm Clifford Chance reported that the Dutch legislature had advanced a bill amending the Competition Act (Mededingingswet) to give the Authority for Consumers and Markets (ACM) a new 'call-in' power over mergers that fall below the country's ordinary notification thresholds. The bill, revised on 16 April 2026 after critical advice from the Council of State, lets the ACM review a deal where at least one party booked €30 million or more in Dutch turnover in the preceding year, provided the regulator believes the transaction could significantly impede effective competition. The mechanism — new Articles 49a–49d, registered in Parliament as bill 36774 — would enter into force only by Royal Decree.
The target is explicit: so-called 'killer acquisitions', where an incumbent buys a small, innovative rival to neutralise a future threat, and 'roll-up' strategies, where a serial acquirer assembles market power one sub-threshold deal at a time. Both patterns are associated with Big Tech consolidation, but the Dutch bill is deliberately cross-sectoral.
Why regulators have a real problem to solve
The strongest case for the bill is that the gap it addresses is genuine, not hypothetical. ACM chairman Martijn Snoep has argued that small acquisitions below the regulator's thresholds can still cause serious competitive harm that the authority is currently powerless to examine. In his blog 'Small mergers, big problems', he points to private-equity roll-ups of veterinary practices, GP surgeries, day-care centres and auto-repair shops — 'stringing together beads', as he puts it — alongside acquisitions of pre-revenue innovators in pharmaceuticals and the digital economy whose technology never reaches the market.
The gap widened sharply in September 2024. In Illumina/Grail (Case C-611/22, judgment of 3 September 2024), the Court of Justice of the European Union held that the European Commission could not accept Article 22 referrals of deals that fell below the referring member state's own national thresholds. That ruling shut the safety valve the Commission had briefly opened for below-threshold but potentially harmful mergers. The practical consequence: if national authorities want to catch these deals, they must build their own domestic tools. The Netherlands is doing exactly that, following Sweden, Italy, Ireland and others that already operate some form of call-in power.
So the diagnosis is sound. A merger regime built entirely on turnover thresholds is, by construction, blind to firms whose competitive significance is not captured by current revenue — which is precisely the profile of the most dynamic start-ups.
Where the cure risks overshooting
The problem is the prescription. The €150 million worldwide / €30 million Dutch double-threshold that governs ordinary Dutch merger control exists to give businesses a clear, ex ante answer to a simple question: must we notify? A discretionary call-in power answers that question with 'it depends on what the ACM later decides'. The bill lets the regulator reach back within four weeks of becoming aware of a deal — and as late as six months after closing — to demand notification and impose a standstill. For acquirers, that converts a closed transaction into a contingent one.
The Council of State, the government's own senior legal adviser, flagged this. In its 1 October 2025 opinion it questioned whether a cross-sectoral call-in power was actually necessary, and asked the drafters to better substantiate the need. That is a significant institutional warning: the harms Snoep cites are concentrated in identifiable markets — local healthcare, niche software, specialty insurance — yet the tool is economy-wide. A scalpel was requested; a dragnet was drafted.
The €30 million single-party trigger is meant to be a guardrail, but it cuts the wrong way for the bill's stated purpose. A genuine killer acquisition typically involves a large incumbent buying a tiny target with little or no turnover. The €30 million floor is easily met by the acquirer, so the threshold does little to filter out the routine deals that pose no competitive concern. The result is broad reach with thin ex ante predictability — the combination most likely to chill exactly the early-stage dealmaking that gives founders a viable exit.
A proportionate path exists
This is not an argument against catching killer acquisitions. It is an argument for catching them with a rule that innovators and investors can plan around. Three design choices would preserve the bill's purpose while restoring predictability:
- Sector-targeting or a published priority list. If the demonstrated harms cluster in healthcare roll-ups and digital markets, the call-in power should say so, rather than hovering over every Dutch transaction.
- A short, hard look-back window. A four-week-from-awareness trigger with an outer limit measured in weeks, not six months post-closing, would cabin the period of legal limbo.
- A safe-harbour buyout. A voluntary briefing-paper or short-form notification that, once cleared, ends the ACM's right to call the deal in — giving parties a way to buy certainty.
The open internet and the Dutch tech sector are served by markets that stay contestable, and there is a legitimate version of this reform that helps. But discretion is not free: every deal that becomes reviewable-in-principle raises the cost of capital for the start-ups a competition regime should want funded. The Council of State asked the right question. Before the Royal Decree brings this power into force, the answer should be a narrower, more predictable instrument — one that disciplines genuine consolidation without taxing every founder's exit on the chance the ACM might one day object.