Key Takeaways
- The CPA will give the ACM the power to call in transactions that do not meet the filing thresholds of the Dutch merger control regime provided at least one party generated € 50 million or more in Dutch turnover in the preceding year.
- The Dutch merger control rules apply to transactions if the parties’ combined worldwide turnover exceeds € 150 million and at least two parties each generate € 30 million or more in Dutch turnover. The CPA will increase the second threshold to € 75 million. This is expected to significantly reduce the number of filings at the ACM.
- The ACM currently has the power to challenge below-threshold mergers under the behavioural competition rules. The CPA would introduce an additional power under the merger control rules.
Background
Under the Dutch Competition Act (Mededingingswet), transactions must be notified to the Netherlands Authority for Consumers and Markets if the parties’ combined worldwide turnover exceeds € 150 million and at least two parties each generate € 30 million or more in turnover in the Netherlands. Transactions falling below these thresholds do not fall within the scope of the Dutch merger control rules. This creates a perceived enforcement gap as transactions that fall below these thresholds can also potentially have anti-competitive effects.
The ACM has repeatedly flagged this as a concern and has called for the introduction of a power allowing it to call in such transactions. In 2025, the ACM challenged a below-threshold transaction under the EU prohibition of abuse of dominance, invoking the European Court of Justice’s (ECJ) Towercast judgment. The Dutch Competition Act was recently amended to open up this possibility under the national rules. The CPA would offer the ACM the possibility of challenging such transactions by bringing them under the more suitable instrument of merger control.
Key Features of the CPA
The bill for the introduction of the CPA was submitted to parliament in 2025. The amended CPA increases the current notification thresholds, requiring that at least two parties to the transaction each generate € 75 million of turnover in the Netherlands (instead of the current € 30 million). At the same time, the amended CPA introduces a call-in power based on an “asymmetric threshold”. The ACM may call in transactions that do not trigger the standard mandatory notification thresholds, provided at least one of the parties involved generated turnover exceeding € 50 million in the Netherlands in the preceding calendar year.
The ACM has four weeks to initiate the call-in process by requesting information from the parties. This four-week period runs from the earliest of three trigger events:
- the public announcement of the transaction by one of the parties;
- the ACM becoming aware of the intended transaction; or
- six months after closing.
After receiving the required information, the ACM has a further four weeks to formally call in the transaction, but only if it has reason to believe that the transaction could significantly impede effective competition. A call-in requires the parties to complete the standard notification process and prohibits implementation of the transaction prior to ACM approval (known as the ‘standstill obligation’).
Particular issues may arise where a transaction has already closed. In these cases, the CPA requires parties to choose between notifying the transaction within four weeks or unwinding it. Even if the parties choose to notify, a lengthy process may follow which may ultimately still result in a prohibition and subsequent unwinding.
Next steps
The bill must now be considered by the Senate (Eerste Kamer). Given that the parties which supported the bill in the House of Representatives also hold a majority in the Senate, approval is expected. However, it is unlikely that the CPA will enter into force before the second half of 2027.
Before the CPA can enter into force, the ACM must establish a mechanism enabling undertakings to voluntarily notify a planned transaction to obtain early certainty on whether or not the transaction will be called. Additionally, the ACM must issue publicly consulted guidelines, setting out the circumstances in which the call-in power will be exercised, providing concrete examples, and explaining the procedure for obtaining an informal opinion from the ACM.
Implications for Businesses
The call-in power brings below-threshold transactions within the scope of merger control in the Netherlands. This is particularly relevant for undertakings investing in innovative and emerging markets or pursuing roll-up strategies – including private equity firms – and businesses operating in local markets. The CPA also introduces a reporting mechanism enabling competitors and other market participants to bring suspected anticompetitive transactions to the ACM’s attention, providing a new avenue against consolidation by rivals.
Businesses should assess competition risks in every below-threshold transaction, taking into account market position, transaction volumes, and prior acquisition patterns. The seven-month call-in window creates residual uncertainty post-closing; parties should consider using the voluntary pre-notification mechanism where competition risks are material. Conversely, as the CPA will raise the general statutory thresholds for mandatory notification from € 30 million to € 75 million, many routine filings will be eliminated, reducing compliance costs. Businesses also have the opportunity to participate in the forthcoming public consultation on the ACM’s guidelines, which will be decisive for the power’s practical scope and predictability.