The Dutch House of Representatives has adopted a bill giving the ACM a call-in power for below-threshold mergers, while raising the individual turnover threshold from EUR 30 million to EUR 75 million. We explain what is changing, how the new regime works, and what deal teams should do.
The recently adopted bill by the Dutch House of Representatives of 22 September 2026 will fundamentally change how below-threshold deals are treated under Dutch competition law. The ACM will no longer have to watch from the sidelines when a potentially harmful concentration slips under the radar simply because the parties involved are too small to trigger the existing notification thresholds. As a counterweight, the bill will raise the regular individual turnover threshold for triggering merger control in the Netherlands from EUR 30 million to EUR 75 million. While fewer transactions will now fall within the scope of the Dutch merger control regime, this development means that merging parties must carefully consider the effects of their transaction in the Netherlands even in cases where they fall below the turnover thresholds and assess whether it may be prudent to nevertheless notify a transaction to the ACM or seek informal guidance.
Why is it introduced?
There is broad political backing for this bill. The current coalition (D66, VVD, CDA) explicitly agreed in its coalition agreement that, to promote healthy market functioning, the ACM as “market referee” should be given a call-in power.
The bill targets three types of deals that, according to the ACM, may be harmful to competition and currently remain outside merger control assessment under the current thresholds:
- Serial acquisitions – where a party builds market power step by step through a string of smaller deals in the same local sector (“kralen rijgen”).
- Niche market acquisitions – acquisitions in small local or niche markets.
- Killer acquisitions – where larger companies buy up small but innovative competitors before they can grow into real rivals, depriving society of the benefits of that innovation.
Once in force, the Netherlands will join a growing number of jurisdictions, including Italy, Sweden, Denmark and Ireland, that have already equipped their competition authorities with comparable tools to address perceived enforcement gaps for below-threshold transactions.
How the call-in power works
The bill will allow the ACM to require notification of concentrations (mergers, acquisitions and joint ventures) that fall below the existing notification thresholds, whenever it has reason to believe such a concentration could significantly impede competition on the Dutch market.
The only threshold is that one of the parties – either the target or the buyer – will have to meet a Dutch turnover threshold of EUR 50 million. If this threshold is not met, the ACM cannot use the call-in power.
The Minister of Economic Affairs will have the power to change the EUR 50 million threshold by administrative decree, allowing the government to account for inflation and other developments without having to go through a full legislative process.
The call-in power is subject to a strict timeline. The ACM must act, by sending a request for information to the parties, within four weeks of the earliest of:
- The moment the parties publicly announce the intended concentration in the Netherlands;
- The moment the ACM otherwise becomes aware of it; or
- Six months after the agreement giving effect to the concentration takes effect.
If, based on the information received, the ACM has reason to believe the concentration could significantly impede competition, it can require the parties to formally notify the deal. It must decide to do so within four weeks, although this clock is stopped where the ACM asks further questions. Once the ACM decides to call in the concentration, a standstill obligation then kicks in, unless the transaction was already completed before the ACM's decision. When the standstill obligation applies, the concentration may not be completed until the notification has been made and the deal has been approved.
Two further points are worth noting. First, to provide a degree of certainty, parties will be able to request an informal, non-binding view from the ACM before signing, giving them early visibility on whether a call-in is likely. Second, the bill includes a statutory evaluation, currently set at five years after entry into force.
Individual turnover thresholds to be raised to EUR 75 million
Currently, a concentration must be notified in the Netherlands when the parties’ combined worldwide turnover in the financial year preceding the transaction was EUR 150 million or more and when at least two of them each realised at least EUR 30 million turnover in the Netherlands. The new bill raises the second notification threshold from EUR 30 million to EUR 75 million. According to figures cited by the government, this is expected to reduce the number of routine, fast-tracked merger decisions from 130 to 40 per year, freeing up ACM capacity.
What this means in practice
For deal teams, the call-in power introduces a new layer of uncertainty: even transactions that fall comfortably below the notification thresholds may now attract scrutiny. Informal consultation with the ACM pre-signing could well become a standard step in the process for borderline cases, though its non-binding character means it cannot eliminate that uncertainty entirely. Combined with the higher thresholds, the practical effect is a system that is narrower on paper (fewer deals automatically in scope) but wider in terms of the types of deals that can be captured.
Next steps
The House of Representatives adopted the bill on 22 September 2026. The bill now moves to the Senate, which is scheduled to consider it on 13 October 2026. As the political parties who approved the bill in the House also have a large majority in the Senate, we expect the bill to pass this hurdle as well. The exact date of entry into force remains unclear. However, before its entry into force, we expect the ACM to publish new guidelines on how it will use the call-in power, as the House asked the ACM to draft such guidelines and publish them for consultation.
Get in touch
For advice on how the call-in power may affect your planned transaction, or to discuss the implications of the new regime for your business, please reach out to our Competition team.
