Relevant legislation and statutory standards

Merger control in the Netherlands is governed by the Competition Act (‘the Act’), the Mededingingswet, and is enforced by the Dutch Competition Authority, the Nederlandse Mededingingsautoriteit (NMa). The Act entered into force on 1 January 1998 and, to a large extent, the rules relating to concentrations mirror European Union (EU) merger control rules.

The predecessor to the Act was the Economic Competition Act (Wet Economische Mededinging 1956), but this contained no merger control provisions. The only Dutch merger control rules were contained in separate statutes covering the banking and insurance sectors. For this reason several concentrations, such as Blokker v. Toys R Us and RTL v. Veronica v. Endemol (‘HMG’), were referred, under Article 22 (the so-called ‘Dutch clause’) of the previous EU Merger Regulation, to the European Commission for investigation under the EU merger control rules.

The main merger control rules in the Act are found in Articles 26–49. Articles 26–33 contain general provisions, Articles 34–40 set out the rules for Phase I notiications, and Articles 41–49 relate to Phase II applications for authorisation for a concentration. Rules in relation to sanctions for breach of the general duty to co-operate with the NMa and breach of the merger control rules are set out in Articles 69–82a.