NETHERLANDS LAW AND PRACTICE Contributed by: Friederike Henke, Ingrid Cools, Philip ter Burg, IJsbrand Uljée, Suzan van de Kam and Epke Spijkerman, BUREN
Judicial System for Administrative Cases As in civil and criminal cases, district courts have jurisdiction in administrative cases, in principle, provided that the applicable complaints proce - dure with the respective administrative body has been completed first. There are a number of competent courts for appeals – which court has jurisdiction to handle the appeal depends on the type of case. Most appeals are heard by the Administrative Jurisdiction Division of the Council of State ( Afdeling bestuursrechtspraak van de Raad van State ), which in most cases is the highest court for matters of administra - tive law in the Netherlands. A final appeal to the Supreme Court is only possible in tax cases. Unlike in other countries, judicial bodies in the Netherlands do not pass judgment on the consti - tutionality of legislation. Based on a recent deci - sion in the Dutch parliament, the constitutionality of legislation will in the future be dealt with by a separate commission of the parliament. 2. Restrictions on Foreign Investments 2.1 Approval of Foreign Investments Approval The approval requirements in the Netherlands have always been rather limited. As a conse - quence of the EU FDI Screening Regulation (Regulation (EU) 2019/452), which entered into force in 2019, this changed. Certain sectors and industries are regulated regardless of the nation -
nomic Affairs (and Climate Policy) of any change of control with respect to an electricity, gas or telecommunications company. This screening obligation applies to any change of control that leads to a change of “predominant control” in any of the above sector-specific (electricity, gas or telecommunications) companies, regardless of the identity of the investor. A transaction trig - gering a change of control may be prohibited or be subject to certain conditions for reasons of public safety or supply security. If parties fail to notify the Ministry, a transaction is voidable. Drinking water companies are by law required to be directly or indirectly held by Dutch public persons. Financial Supervisions Act Certain changes of control in companies and institutions that are subject to the Financial Supervisions Act are to be reported to the Authority for Financial Markets ( Autoriteit Finan- ciële Markten ) or the Dutch Central Bank ( De Nederlandsche Bank ). Dutch Implementation of Screening Mechanisms: Security Test Act On 1 June 2023, the Investments, Mergers and Acquisitions Security Test Act ( Wet Veilig- heidstoets investeringen, fusies en overnames ) (Security Test Act, also referred to as Vifo-Act) entered into force. The Security Test Act requires a change of control in certain Dutch companies to be notified to and approved by the Bureau for Investment Screening ( Bureau Toetsing Invest- eringen – BTI). Companies that are active in the Netherlands in supplying vital infrastructure or undertakings, or that are active in sensitive technology, as well as companies that operate a business campuses, fall under the scope of the Security Test Act.
ality or home state of the investor. Electricity, Gas, Drinking Water and Telecommunications Act
The Electricity Act, the Gas Act and, since 1 October 2020, the Telecommunications Act require notification to the Dutch Ministry of Eco -
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