NETHERLANDS Law and Practice Contributed by: Herald Jongen, Maarten de Boorder, Samuel Garcia Nelen and Jelmer Kalisvaart, Greenberg Traurig, LLP
• Fintech: Companies involved in financial tech- nologies, including digital payment systems or blockchain services, must comply with financial regulations, supervised by the Dutch Central Bank (De Nederlandsche Bank or DNB) and the AFM. These bodies oversee licensing for payment services, cryptocur- rency exchanges and other financial activities. Licensing can take anywhere from three to six months depending on the complexity and completeness of the application. • Telecommunications and IT infrastructure: Businesses in telecommunications or operat- ing critical IT infrastructure must work with the ACM. This includes obtaining licences for operating network services, data centres and internet services. The timeline varies but typi- cally ranges between six and nine months for larger telecom operations. • Healthcare technology: Healthtech start-ups that process medical data or offer digital health services must seek approval from the Dutch Health and Youth Care Inspectorate ( Inspectie, Gezondheidszorg en Jeugd or IGJ). These companies must demonstrate com- pliance with data protection and healthcare standards, which could take several months. • Wet Vifo: A significant legal development in the Netherlands is the introduction of the FDI screening regime on 1 June 2023, implement- ed via the so-called Wet Vifo (the “Vifo Act”). The Vifo Act is designed to protect national security by screening certain investments and M&A. It focuses on transactions involving vital providers and companies active in sensitive technology sectors. The Vifo Act can have several significant implications for tech com- pany acquisitions in the Netherlands: acquisi- tions involving tech companies (especially when they are dealing with sensitive technol- ogies) will be subject to rigorous screening, which can lead to delays in the acquisition
timeline. If the authorities determine that the acquisition poses a risk to national security, they have the power to block the transaction. 7.2 Primary Securities Market Regulators The primary securities market regulator over- seeing M&A transactions in the Netherlands is the AFM. The AFM is responsible for super- vising the functioning of the financial markets, including with respect to public M&A transac- tions, and for ensuring compliance with relevant regulations pertaining to public offers within the Netherlands. 7.3 Restrictions on Foreign Investments The Netherlands has an open economy and wel- comes foreign investments and investors. How- ever, for some industries in vital sectors in the Netherlands, there may be restrictions in terms of acquisitions; alternatively, a notification to or authorisation from a regulator may be required (see 7.4 National Security Review/Export Con - trol ). In the Netherlands, foreign investment is gener- ally encouraged due to the country’s open econ- omy. Foreign investors are typically welcomed across various sectors. However, certain M&A transactions involving foreign investors may be subject to FDI screening or national security reviews, depending on the nature of the trans- action and the industry involved. Sectors that are considered sensitive or critical (“vital” sectors), such as telecommunications, defence, energy and technology, may have spe- cific restrictions on foreign ownership or require prior approval from the competent authority – ie, the Investment Screening Bureau ( Bureau Toetsing Investeringen or BTI). In such cases, a notification to or authorisation from the relevant regulatory authorities may be mandatory. In an
233 CHAMBERS.COM
Powered by FlippingBook