Legislative proposal ACM Call-In Power Act: possible expansion of the scope of merger control supervision by the Dutch Competition Authority

On 18 March 2025, Members of the Dutch Parliament Julian Boshoff (GroenLinks-PvdA) and Daniëlle Jansen (Nieuw Sociaal Contract) introduced a legislative proposal seeking to expand the enforcement powers of the Dutch Competition Authority (known as the Autoriteit Consument & Markt or ACM). Specifically, the proposal aims to empower the ACM to call in concentrations that fall below the applicable turnover thresholds, where such concentrations could nonetheless significantly impede effective competition in the Dutch market or a part thereof.

According to the explanatory memorandum, the proposed “call-in” power is specifically intended to address concentrations where a company acquires several smaller businesses within a local or regional market over a short period of time (“roll-up strategy”) or where a dominant company removes an emerging potential competitor from the market by acquiring it for an exceptionally high price (“killer acquisitions”). Furthermore, the legislative proposal provides the ACM with the possibility to clarify in its own policy rules what is meant by a concentration that could significantly impede effective competition in the Dutch market or part of it.

Not unexpected
This legislative proposal does not come as a surprise. Martijn Snoep, Chairman of the Board of the ACM has been endorsing it for quite some time. In his blog “Small mergers, big problems” 0f 6 November 2023, Snoep argues that the current Dutch Competition Act falls short in addressing acquisitions that fall below the European and Dutch thresholds, but that may nevertheless distort competition in the Dutch market. As examples, Snoep mentions recent roll-up acquisitions of veterinarian practices and GP practices and killer acquisitions within the pharmaceutical sector.

Furthermore, the Court of Justice of the European Union recently clarified in its Illumina Grail ruling that Article 22 of the EU Merger Regulation 139/2004 does not allow member states without jurisdiction to review a merger under their national laws, to refer such cases to the European Commission. In response, the European Commission has urged member states to address roll-up and killer acquisitions through national legislation.

Next steps
The online consultation on the legislative proposal was recently concluded. The reactions are generally fairly critical: several respondents point out that the lack of a clear definition of a concentration that could significantly impede effective competition in the Dutch market, will in practice lead to unpredictability and legal uncertainty for businesses.

It is now up to the Council of State to issue an opinion on the proposal. In the subsequent phase, first the House of Representatives and then the Senate will consider it. Until the proposal is passed, the ACM's authority will remain limited to reviewing acquisitions that exceed the applicable Dutch turnover thresholds.

Liza Avetyan and Tim Schreuders