Your partner in Concentration Control

What is Merger Control?

Merger control is the supervision of mergers, acquisitions, and certain joint ventures to prevent market concentrations that could harm competition. This European and Dutch regulatory framework ensures that companies cannot gain a dominant market position through transactions in a way that could disadvantage consumers.

Under European merger control rules, planned mergers, acquisitions, and certain types of joint ventures exceeding specific turnover thresholds are subject to prior review by the European Commission in Brussels. For European merger control, the thresholds are a combined worldwide turnover of €5 billion and at least €250 million per undertaking involved.

If the turnovers of the companies involved do not exceed these European thresholds, the transaction may be subject to review by one or more national authorities, such as the Dutch Authority for Consumers and Markets (ACM). The thresholds for Dutch merger control are lower: €113 million combined turnover and €30 million per undertaking in the Netherlands.

If a 'healthcare provider' is involved in the merger or acquisition, there may be a notification requirement with the Dutch Healthcare Authority (NZa). The healthcare sector has special rules because competition is limited and patient interests are paramount.

It is prohibited to implement a transaction subject to merger control before obtaining approval from the relevant authority(ies). Companies that fail to comply with merger control rules risk substantial fines of up to 10% of their global annual turnover and may be required to unwind the transaction (fully or partially).

Merger control covers not only traditional mergers and acquisitions but also changes in control through capital contributions, joint ventures exercising full functionality, and sometimes even outsourcing divisions that could operate as independent entities.

What is our experience with Merger Control in the Netherlands?

Our merger control specialists in Den Bosch and Amsterdam have extensive experience advising and assisting companies with notification processes. Since 2016, we have been listed in the Legal 500 for our expertise in competition law and merger control. Our expertise includes:

• ACM notification procedures – Guidance on Dutch merger control procedures, from screening to approval, with experience in transactions ranging from €30 million to multi-billion euro mergers
• European Commission procedures – Advising on complex international merger control matters in Brussels, including Phase I and Phase II investigations
• NZa notifications – Specialist knowledge of merger control in the healthcare sector, from hospital mergers to health insurer acquisitions
• Threshold analyses – Assessing whether transactions are notifiable under Dutch or European merger control rules, including complex turnover calculations
• Joint venture structuring – Advising on merger control aspects of joint ventures, alliances, and collaborative arrangements across sectors
• Timing and strategy – Optimising merger control processes to prevent delays and maximise approval prospects
• Remedies and commitments – Negotiating structural and behavioural measures when competition authorities raise concerns
• Dutch sector-wide expertise – Experience in automotive, food industry, IT, construction, healthcare, and financial services
• Gun-jumping risk mitigation – Preventing premature integration and advising on permitted preparatory activities during merger control procedures
• International coordination – Coordinating multi-jurisdictional merger control procedures via our European network of 27 offices
• Due diligence support – Merger control analyses during M&A processes, including timing and approval forecasts
• Appeal procedures – Defence against ACM and European Commission decisions in Dutch courts and the European Court of Justice

Our lawyers have experience with high-profile merger control cases across sectors and understand the commercial pressure of transaction timelines. We ensure timely and complete notifications to avoid delays and fines.

When should you instruct a lawyer with expertise in Merger Control?

Engaging a merger control lawyer in the Netherlands is advisable in various situations:

For planned transactions:

• If your Dutch company is considering a merger, acquisition, or joint venture
• If you plan to acquire shares granting control over a Dutch company
• When structuring collaborations that may fall under merger control
• If you intend to outsource a division that could operate independently
• When private equity or venture capital investors aim to acquire control

For threshold analyses:

• To determine whether your transaction is notifiable with the ACM, European Commission, or NZa
• For complex turnover calculations for merger control purposes
• If it is unclear which authority has jurisdiction over your notification
• To assess whether new turnover figures affect the thresholds

During the procedure:

• When preparing merger control notifications for the ACM or European Commission
• If authorities request additional information during the merger control process
• When competition concerns arise requiring remedies
• During negotiations of commitments to obtain approval

For compliance and risk management:

• To prevent gun-jumping risks during the merger control process
• To determine which integration steps are permissible before approval
• If suspected of breaching merger control rules
• If you have received a fine for non-compliance with merger control regulations

Specialist situations:

• Transactions in the healthcare sector requiring NZa approval
• If your transaction is notifiable in multiple countries
• Where foreign direct investment (FDI) screening applies
• For failing firm defence arguments or other exceptional circumstances

Our approach

Our merger control lawyers adopt a strategic and timely approach to guide your transaction successfully through approval procedures. Our working methods are characterised by:

• Early involvement and strategic planning – Advising from the outset of your M&A process on merger control aspects. Early involvement allows us to optimise structure, set timing, and identify potential obstacles before they become issues.
• Thorough threshold and jurisdictional analysis – Determining precisely whether your transaction is notifiable and to which authority(ies). For international transactions, we coordinate via our European network to identify all relevant jurisdictions and align procedures.
• Complete and strategic notification dossiers – Ensuring all information in merger control notifications is accurate and comprehensive, including economic analyses and market definitions, to facilitate fast approval.
• Proactive communication with authorities – Regular contact with the ACM, European Commission, and NZa to monitor progress and respond to queries proactively, preventing delays and increasing approval chances.
• Remedies and negotiation strategy – Developing effective remedies (structural or behavioural) when authorities raise competition concerns, leveraging knowledge of authority preferences for pragmatic solutions.
• Gun-jumping compliance and integration planning – Advising on permissible preparatory steps during merger control procedures to mitigate gun-jumping risks while preparing post-approval integration activities.
• Transparent timeline and process guidance – Keeping you informed of all deadlines and procedural steps (25 working days for ACM, 25–90 working days for the European Commission).

Why choose our lawyers with experience in Merger Control?

• Specialist expertise in Dutch and European merger law – Our lawyers in Den Bosch and Amsterdam have in-depth knowledge of ACM, European Commission, and NZa merger control procedures
• Proven track record in complex mergers and acquisitions – Experience with transactions from €30 million to multi-billion euros across Dutch and international sectors
• Efficient and timely procedures – Expertise ensures prompt approvals without unnecessary delays or additional information requests
• European network for international transactions – Partnering with the Distribution Law Center allows coordination of merger control procedures in 27 European countries
• Commercial understanding of transaction timing – Aligning merger control procedures with your M&A deadlines
• Sector-wide Dutch expertise – Knowledge of merger control in automotive, food, IT, construction, healthcare, and financial services in the Netherlands
• Preventive gun-jumping approach – Avoiding costly fines with clear compliance guidelines during merger control procedures
• Remedies and negotiation expertise – Experience in creating practical solutions for competition authority concerns
• Authority relationships – Strong working relationships with ACM, European Commission, and NZa for effective communication
• Integrated M&A support – Collaborating with other legal specialists to provide full transaction support
• Transparent communication and cost monitoring – Clear agreements on merger control fees and realistic expectations for timelines and approval prospects
• Up-to-date regulatory knowledge – Active monitoring of changes in merger control law, case law, and supervisory practices

You can be assured of professional support in merger control from our offices in Den Bosch and Amsterdam. Contact our lawyers for more information or to arrange a consultation.