NETHERLANDS Law and Practice Contributed by: Maarten de Boorder, Samuel Garcia Nelen, Jelmer Kalisvaart and Bas Vletter, Greenberg Traurig, LLP
Airport and the Port of Rotterdam), heat network or gas storage operators, or extractable energy or nucle - ar power companies. If the envisaged transaction falls within the scope of the NSI Act, a notification will have to be made by either the acquirer or the target company. The noti - fication requirement in the NSI Act applies irrespec - tive of the nationality of the acquirer. The acquirer is exempted from the obligation to report if the investor is unaware of the investment’s notification require - ment due to a confidentiality obligation of the target company. In addition to the NSI Act, the main laws currently in force in the Netherlands containing foreign investment review-related provisions are: • the Dutch Energy Act; • the Dutch Financial Supervisory Act; • the Dutch Gambling Act; • the Dutch Healthcare Market Regulation Act; • the Dutch Mining Act; and • the Dutch Telecommunications Act, as amended by the Dutch Act on undesired control telecommu - nications. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments On 19 January 2026, the Dutch Enterprise Chamber of the Amsterdam Court of Appeal (the Enterprise Cham - ber) rendered a landmark decision concerning corpo - rate governance and minority protection in the context of cross-border mergers. The dispute centred on a proposed transaction where OCI N.V., a Dutch-listed fertiliser company, intended to sell its entire business to Orascom Construction PLC, a company listed in Abu Dhabi and would then merge with Orascom. As a result of this merger, the shareholders would be forced to exchange their Euronext Amsterdam shares for shares listed on the Abu Dhabi Securities Exchange. Minority shareholders, partly represented by the Dutch Investors’ Association ( Vereniging van Effectenbezit - ters (VEB)), sought immediate injunctive relief to block
the transaction, alleging that the process lacked trans - parency, involved significant conflicts of interest due to overlapping family ownership (the Sawiris family), and undervalued the company. In short, the Enterprise Chamber considered that there were valid reasons to doubt the correctness of OCI’s policy and conduct, and issued an immediate injunc - tion preventing OCI from holding a shareholder vote on the merger and granting discharge to its board. The other agenda items for the general meeting on 22 Jan - uary 2026 were, however, not affected by the decision. The Enterprise Chamber also ordered the appointment of two independent, non-executive directors who were granted specific powers to oversee and poten - tially veto the merger process. The Enterprise Cham - ber considered, inter alia, that there was a conflict of interest, a lack of independence within the OCI board and a controlling vote of the Sawiris family. Decisions were made on the transaction without an assessment of the pros and cons, without conducting research or a fairness opinion from a reputable corporate finance bank to provide confirmation that the exchange ratio was fair from a financial point of view. The Enterprise Chamber’s decision establishes that Dutch corporate governance demands verifiable inde - pendence and market-standard protections for all shareholders, especially when the transaction moves the company’s centre of gravity outside of the EU. On 1 January 2025, the Act on the Settlement of Dis - putes and Clarification of Admissibility Requirements ( Wet aanpassing geschillenregeling en verduidelijk - ing ontvankelijkheidseisen enquêteprocedure , or Wagevoe) entered into force. The Wagevoe aims to improve the effectiveness of corporate dispute resolution proceedings by expanding the powers of the Enterprise Chamber of the Amsterdam Court of Appeal (the Enterprise Chamber). Under the Wagevoe, the Enterprise Chamber is the only fact-finding instance to rule on shareholder dis - pute resolution proceedings. Squeeze-out proceed - ings and exit proceedings must be initiated by appli - cation and be submitted to the Enterprise Chamber exclusively. As a result, the Enterprise Chamber can jointly hear shareholder dispute resolution proceed -
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