NETHERLANDS LAW AND PRACTICE Contributed by: Friederike Henke, Ingrid Cools, Philip ter Burg, IJsbrand Uljée, Suzan van de Kam and Epke Spijkerman, BUREN
cation, the ACM must decide within four weeks whether the transaction requires a licence. If no licence is required, the parties can execute the transaction. If the ACM decides that a licence is required, the parties can apply for the licence at their own discretion and timing. However, the transaction cannot be completed without a licence. Phase 2 is initiated with the submission of a licence appli - cation, after which the ACM conducts a more in-depth analysis of the effects of the concentra - tion. The ACM must decide on the application within 13 weeks, failing which the concentra - tion is deemed approved. However, the Phase 2 procedure often takes more time, mainly due to stop-the-clock requests for additional informa - tion. If the ACM decides not to grant a licence, the applicants are not allowed to execute the transaction. If the proposed concentration involves a health - care company employing 50 or more healthcare providers in the Netherlands, the companies involved must first notify the Dutch Healthcare Authority ( Nederlandse Zorgautoriteit – NZa) of the intended transaction so that it can assess the possible effects of the concentration. Two or more concentrations taking place between the same persons or undertakings within a period of two years shall be regarded as one concentration effected on the day of the last transaction. 6.3 Cartels The rules in the Dutch Competition Act govern - ing anti-competitive agreements, decisions and concerted practices essentially resemble the EU rules. Agreements between companies, deci - sions by associations of companies and con - certed practices that restrict competition or aim
to do so are prohibited; this includes both hori - zontal and vertical restrictions of competition. Under certain conditions, anti-competitive agreements are exempted from this prohibi - tion. The respective national provisions again reproduce the conditions required under EU law. Exemptions include agreements that serve to improve the production of goods or promote technical progress while allowing consumers a fair share of the resulting benefit. The European Commission’s block exemptions, such as the EU Vertical Agreements Block Exemption Regula - tion, apply mutatis mutandis. Agreements or concerted practices in violation of rules govern - ing anticompetitive agreements and practices are, in principle, null and void. A new Vertical Block Exemption Regulation 2022/720 (VBER) came into effect on 1 June 2022, replacing Regulation 330/2010 which applied until 31 May 2022. The new VBER has narrowed the scope of certain safe harbours, especially for online intermediation services (platforms), with a specific focus on dual dis - tribution and parity obligations, but also intro - duced new flexibility for both exclusive and selective distribution systems and online sales restrictions. Also, on 1 July 2023 the horizontal block exemp - tion regulations (BERs) on research and devel - opment (R&D) and specialisation agreements, as well as revised guidelines on horizontal co- operation came into effect. The cartel prohibition is enforced by the ACM, which can impose fines of up to EUR900,000 or 10% of a company’s worldwide group turnover in the past calendar year, whichever is higher. In addition, the amount of the fine can be multiplied by the number of years that the violation lasted,
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