NETHERLANDS Law and Practice Contributed by: Jan-Willem van Rooij, Anne Brugmans and Jordy Kusters, Loyens & Loeff
energy or infrastructure deal. This necessity is further increased by a pipeline of announced changes in the grid codes that will be adopted in the coming years, as well as the Energy Act that will enter into force in 2026. Collective Heat Act In 2025, the bill for the Collective Heat Act ( Wet col- lectieve warmte ) has been adopted by parliament and has been sent to the Senate for final adoption. The act will replace the existing Heat Act and bring about an integral market design for the heating sector with the purpose of rolling out large-scale district heating net- works to replace the existing natural gas-based dis- trict heating. Key provisions include mandatory public majority ownership for heat companies, strengthening public initiative and governance, and limiting private or foreign control. It also introduces cost-based tariffs and sets binding greenhouse gas reduction targets for heat suppliers to achieve climate neutrality by 2050. Although the bill for the Collective Heat Act envisages a leading role for the public sector to spearhead the development of district heating grids, it allows pri- vate parties to hold a minority stake in publicly con- trolled heat companies. For M&A transactions, this will impact deal structuring, valuations, and investment strategies, requiring collaboration with public entities. 6.2 Key Developments in Renewable Energy and Cutting Emissions Over the past three years, the Netherlands has wit- nessed several legal and regulatory developments in renewable energy, driven by global climate policies such as the Paris Agreement and the European Green Deal. The Dutch Climate Act ( Klimaatwet ) sets legally binding targets for reducing greenhouse gas emis- sions by 55% by 2030 and achieving climate neutral- ity by 2050. The Dutch government outlines measures in five-year Climate Plans, with the latest focusing on emissions reductions across various sectors and emphasising carbon removal strategies such as affor- estation and Carbon Capture and Storage (CCS). The Netherlands aligns its renewable energy goals with EU commitments, particularly under the Euro- pean Green Deal and directives like RED II and RED III. These directives set minimum renewable energy shares in electricity, heating, and transport, which directly impact Dutch policies. To support renewable
energy investments, the Dutch government provides several tax incentives, including the Energy Invest- ment Deduction (EID), Environmental Investment Deduction (MIA) and Environmental At-will Deprecia- tion ( Vamil ), which allow companies to deduct up to 40% of costs for renewable and energy-efficient tech- nologies and/or up to 50% of at-will depreciation for corporate income tax purposes. A development in the OPEX subsidy scheme “SDE++” – which continues to be available for projects that reduce carbon emis- sions such as wind, solar, CCS and geothermal – has been that the subsidies will no longer just compensate below-cost market revenues, but instead work more like a contract-for-difference to avoid over-subsidisa- tion. For offshore wind energy, a recent development has been the announcement of a change of the ten- der set-up, whereby future offshore wind projects will benefit from a contract-for-difference mechanism to enhance the economics and reduce risks. The recent Flex-E subsidies and VAT exemptions for solar pan- els further incentivise private and corporate renewable energy adoption. While the focus is on renewable energy, conventional energy remains part of the energy transition. The gov- ernment promotes a diversified energy mix, expand- ing nuclear capacity and hydrogen production. Addi- tionally, the modernisation of the electricity grid is a key priority to ensure it can accommodate increasing renewable energy generation while maintaining sys- tem reliability. 7. Due Diligence/Data Privacy 7.1 Energy and Infrastructure Company Due Diligence Due diligence is typically conducted in the context of a friendly offer, whereas in the case of hostile bids such access is generally not granted. The scope and tim- ing are determined by the target’s board of directors, ranging from a few days with limited access to several months in a virtual data room. Confidentiality is essen- tial, as leaks of inside information may trigger imme- diate disclosure obligations under the Market Abuse Regulation (MAR). The circle of insiders is therefore kept as small as possible, and the bulk of the review is often scheduled just before announcement. Infor-
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