Foreign Direct Investments (FDI)

In recent years European Members States, including the Netherlands, have become more cautious towards foreign direct investment (FDI). There is a clear trend to introduce legislation that allows EU Member States to block transactions that could pose a risk to national security or lead to economic dependency.

On 1 June 2023, a general FDI regime was introduced in the Netherlands by the Dutch Vifo Act (Wet Veiligheidstoets investeringen, fusies en overnames).

The Vifo Act established a mandatory suspensory screening test for investments, where the target undertaking is: (1) a vital provider; (2) active in (highly) sensitive technology; or (3) an operator of a business campus:

1. Vital providers are undertakings that provide services that are vital to Dutch society. For example, transport of heat, nuclear energy, air transport, port activities, banking services, key infrastructures for financial markets, extractable energy, and gas storage.
2. Companies active in (highly) sensitive technology includes undertakings ‘active’ in the area of dual-use and military items.
3. Operators of business campuses are undertakings that manage areas on which a collection of companies is active and where public-private cooperation is taking place on technology and applications of economic and strategic importance to the Netherlands.

Transactions subject to the Vifo Act have to be notified to the Dutch Bureau for Verification of Investments (Bureau Toetsing Investeringen or BTI) which is part of the Dutch Ministry of Economic Affairs.

In addition to the abovementioned general FDI regime, there are also sector specific screening processes in the Netherlands (e.g. in the telecommunications and energy/gas sectors).

Our FDI team advises clients on all aspects of the FDI regulation. We guide clients through every stage of the FDI screening process. From initial assessment of notification requirements to obtaining unconditional approval from the BTI.

We have ample experience in FDI proceedings and have helped our clients comply with the FDI regulations and obtaining government approval. Our good relationships with the Dutch authorities help us achieve practical and efficient solutions for our clients.

If you would like to know more, please contact one of our experts on FDI: Martijn van Bemmel, Martine de Koning or Tosca Bokhove.