NETHERLANDS Law and Practice Contributed by: Marc Habermehl, Jeroen Smits, David de Groot and Max de Heer, Stibbe
• the securities are only offered to existing or former directors or employees of the compa - ny, provided that the company makes a docu - ment available to them containing relevant information on the securities offering. 7.2 Restrictions In addition to merger clearances (which are typi - cally less relevant when a non-controlling stake is acquired in a VC transaction), the Dutch Secu - rity Screening Act and the required clearances for obtaining a stake in financial institutions are the most notable regulatory clearances when obtaining a (minority) stake in a Dutch company. The Dutch Security Screening Act The Dutch Security Screening Act ( Wet veilig- heidstoets investeringen, fusies en overnames , or the “Vifo Act” ) entered into force on 1 June 2023. The Vifo Act contains an obligation for notification to the Bureau for Verification of Investments ( Bureau Toetsing Investeringen , or BTI) for transactions relating to target companies active in certain sensitive sectors. A notification obligation may occur when a person acquires: • control over a company that is active in the field of sensitive technology, that is consid - ered “vital provider” or that operates a busi - ness campus in the Netherlands; or • significant influence in a company that is active in the field of highly sensitive technol - ogy.
Following notification, the BTI will assess wheth - er the transaction may proceed. A standstill obligation applies during the assessment. The BTI may approve the transaction with or with - out conditions, or, as a last resort, may prohibit it. In the case of non-EU acquirers, the EU co- operation mechanism is also triggered – in such case, other EU member states will be informed through the European Commission about the transaction, and will be provided with the oppor - tunity to raise comments. It typically takes two to nine months to obtain approval from the BTI. Clearances for Financial Institutions The AFM and the Dutch Central Bank ( De Neder- landsche Bank , or DNB) are the competent finan - cial regulatory authorities in the Netherlands. Investments in the Dutch financial sector or in entities regulated by the AFM or DNB may trig - ger notification or approval requirements. Most notably, if a person seeks to acquire a direct or indirect interest of 10% or more in certain finan - cial institutions (eg, banks, insurers, payment institutions, crypto-asset service providers and investment firms), a declaration of no objection will be required from the DNB, which typically takes between four and nine months to obtain.
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