The past year has been filled with numerous significant developments related to ESG issues, affecting governments, businesses and investors not only in the Netherlands but all around the globe. ESG legislation has seen challenges in the past year, with a hard backlash in the USA and worries about competitiveness in the EU. This has led to considerable simplification efforts in “Brussels” and thus affects stakeholders not only in the Netherlands, but also in other EU member states.

There has not been an observable new surge in climate litigation; however, there have been considerable developments. The Court of Appeals in The Hague confirmed that fossil fuel companies like Shell have a special responsibility to mitigate dangerous climate change but did reject the measures the claimant demanded. The case now awaits reconsideration by the Dutch Supreme Court. The recent landmark advisory opinion from the International Court of Justice on the obligations of states regarding climate change provides the most vulnerable and directly impacted states with additional arguments to challenge industrialised states in both diplomatic and legal proceedings.

Finally, directors are increasingly being held accountable for the ESG compliance of their companies, and there is a trend towards soft law becoming hard law – for example, in the field of business and human rights.

There have been several regulatory developments during the past months regarding the environmental aspect of ESG. At the national level, the Dutch Environment and Planning Act (Omgevingswet) entered into force at the beginning of 2024. This new law brings together the majority of existing laws and regulations regarding the built environment, housing, infrastructure and the environment, as well as nature and water. It furthermore implements several EU Directives and international treaties. This law has been in force now for about two years, but due to transitional laws and regulations, case law on the Environment and Planning Act is only just beginning to emerge.

The Environment and Planning Act introduces several new instruments for the competent authorities to regulate the physical environment, including the programmatic approach, the project decision and the environmental plan. Under the Environment and Planning Act, natural persons and businesses that want to carry out activities that impact the physical environment can apply for one single permit covering all aspects of the activity at one online service counter. In principle, however, all previous environmental permits remain valid and businesses do not have to take any action if the manner in which they operate does not change. However, there will be more environmental rules in local regulation and more duties of care will apply. Many of them apply in addition to the permit, and complying with the permit can still lead to enforcement of an evident violation of the duty of care.

The requirements imposed on textile producers under Dutch rules in the context of extended producer responsibility (EPR) for textiles will be further intensified in the coming years. Producers are already required to report how much textile they place on the market. From August 2026, producers will also have to provide the Directorate-General for Public Works and Water Management (Rijkswaterstaat) with information about the collection, reuse and recycling of discarded products. Furthermore, textile producers must ensure that by 2026, 55% of the textiles they sold in 2025 (in kilograms) are prepared for reuse or recycled. This percentage will increase in the following years:

• In 2027: 60%
• In 2028: 65%
• In 2029: 70%
• From 2030: 75%

In October 2025, a European EPRscheme for textiles was introduced, by means of a change to the Waste Framework Directive. The Dutch EPRscheme for textiles may need to be adjusted because of this European EPR scheme – for example, because it is not allowed under the European EPRscheme that textile producers fulfil the EPR obligations themselves; they must appoint a producer responsibility organisation to fulfil the EPR obligations on their behalf.

Finally, new rules on industrial emissions (the Industrial and Livestock Rearing Emissions Directive, or “IED 2.0”) entered into force in Brussels, which expanded the scope of the existing legislation to include, for example, pig and poultry farms. The revised law also aims to reduce administrative costs and make permitting for the industrial installations and farms concerned more efficient. In addition, industries must submit a transition plan that is in line with the goals of the Paris Agreement and must report on various environmental topics. EU member states have until 1 July 2026 to implement IED 2.0. However, there is still no draft of the Dutch implementation regulation available.

Typically, environmental problems in the Netherlands include the fact that many projects cannot proceed and permits are annulled or revoked because of nitrogen emissions. Water quality and water quantity are also not good in the Netherlands, which have led the Rijkswaterstaat to update and revise permits for industrial water discharges to national waters. Many governmental bodies have furthermore signed an agreement in which they agreed to tighten permit requirements concerning various emissions to the air.

The Dutch state is making agreements with huge industrial companies in the Netherlands concerning reductions of carbon dioxide emissions.

In relation to the social aspect of ESG, a legislative proposal regarding a licensing system for temporary employment agencies has been adopted by the Dutch Parliament and is now pending before the Dutch Senate. Under this proposal, temporary employment agencies will only be able to provide workers if they meet certain minimum requirements and obtain a licence. Companies will also be required to hire temporary workers solely through licensed agencies under penalty of considerable fines. The aim is to improve the position of workers, particularly migrant workers, and to ensure fair competition.

As of 1 January of this year, the Dutch tax authorities have begun enforcing regulations against “false self-employment” (schijnzelfstandigheid) under the Deregulation of Labour Relations Act (Wet Deregulering Beoordeling Arbeidsrelatie), with the aim of improving the position of workers who are unjustly denied employee rights and strengthening the social security system.

Last year, the implementation process of the EU Directive on equal pay through pay transparency and enforcement mechanisms started, and a concept proposal for the implementation was published for consultation in the first quarter of this year, a year later than expected. The EU Directive must be fully implemented by 7 June 2026.

In the last year, there was a slight increase in cases against corporations where the claimants based their case on infringement of human rights. In the case against Shell mentioned in 1.1 General ESG Trends, the claimant Milieudefensie based its case on, among other things, Articles 2 and 8 of the European Convention on Human Rights (ECHR), and in a mass-claims case against the pharmaceutical company Abbvie, claimant Stichting Farma ter Verantwoording resorted to, among other things, Article 2 ECHR and Article 12 of the International Covenant on Economic, Social and Cultural Rights. 

From an EU perspective, the Corporate Sustainability Due Diligence Directive (CSDDD) will require large companies to identify and – where necessary – prevent, end or mitigate adverse impacts of their business activities on human rights. However, the extent of the due diligence requirements has become uncertain due to the Omnibus proposals, which will be discussed in greater detail in 2.1 Developments in Corporate Governance and 4. ESG Due Diligence.

Regarding the governance aspect of ESG, 2025 is the third year during which companies have worked with the new Dutch Corporate Governance Code and is the year that the risk management statement (as described in 2.2 Differences Between Listed and Unlisted Companies) was introduced. This code explicitly states that directors are responsible for sustainable long-term value creation and that companies should develop policies addressing diversity and inclusion.

Furthermore, a members’ initiative bill on Responsible and Sustainable International Business Conduct is pending before the Dutch Lower House, with the same objective as the CSDDD. So far, however, the Dutch Parliament has not discussed and voted on the bill in a plenary session, and any further process and discussion on the bill has been paused due to the Omnibus process regarding the CSDDD, since there are proposals for a stricter harmonisation clause within the CSDDD. This means that the bill might not contain more extensive obligations than the CSDDD. For further details of the bill, see 2.1 Developments in Corporate Governance.

Finally, the Dutch government is working on several initiatives to establish legal business forms for social enterprises and not-for-profit companies. These include a social private limited liability company (Besloten Vennootschap met een Maatschappelijk doel, or BVm) and a legal form for steward-owned businesses. For the latter, a proposal was presented in January of this year. These developments are part of a larger trend, in which the relationship between a company and its shareholders is evolving. These issues are discussed in greater detail in 2. Corporate Governance.

There has been an increase over the last years in the amount of ESG legislation in the Netherlands. The major share of this legislation is under EU auspices, as it covers issues that are difficult to address at the national level while maintaining a level playing field for companies.

Supervision authorities such as the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, or AFM) and the Netherlands Authority for Consumers and Markets (Autoriteit Consument & Markt, or ACM) are often tasked with the enforcement of (new) ESG legislation, such as the CSDDD, the Batteries Regulation and the EU Deforestation Regulation (EUDR). As such, regulators play an important role in the promotion and uptake of ESG initiatives.

These authorities had been getting noticeably stricter in recent years, in order to ensure that companies properly adhere to rules concerning ESG issues. However, regarding more extensive and intricate due diligence obligations, the supervision authorities have announced a more lenient approach with a focus on co-operation towards compliance rather than harsh enforcement and immediate fines, such as the National Food and Consumer Product Safety Authority (De Nederlandse Voedsel- en Warenautoriteit) regarding the EUDR.

Alongside their enforcement tasks, the supervision authorities also play an important role by providing guidance on ESG legislation. The ACM, for example, has decided that banks are allowed to work together when preparing sustainability reports, and provided insight into the assessment of sustainability agreements between companies under EU competition law.

At the individual level, authorities are tending to take an increasingly cautious approach to ESG matters – for example, by imposing very strict obligations when issuing environmental permits. The authorities seem to prefer to be corrected by the judiciary for being too strict rather than for being too lenient. This might be the result of the outcome of certain lawsuits in which governments were held accountable for their actions/inaction – in the Urgenda case, for instance – and the occurrence of various environmental incidents during the past few years. Corporates can and do actively address this imbalance from a business perspective by engaging in constructive discussions with the authorities and, if the government asks too much, by making sure that the option for compensation is utilised. If this does not lead to a positive outcome, one can appeal against the decision of a supervision authority.

Companies, industries and large agricultural farms that fall within the scope of major ESG legislation such as the CSDDD, the Corporate Sustainability Reporting Directive (CSRD), the IED and the Emissions Trading System will be most affected by the recent regulatory developments. Moreover, the Ecodesign for Sustainable Products Regulation (ESPR) is expected to have a large impact on manufacturers producing goods for the EU market. The ESPR enables the European Commission (EC) to set performance and information requirements for almost all categories of physical goods to improve circularity, energy performance and other environmental sustainability aspects of products placed on the internal market.

In the coming years, the EC will set out those ecodesign requirements in so-called delegated acts. Requirements may cover various product aspects, such as durability, repairability or recycled content. The rules mainly target manufacturers, which are responsible for complying with the ecodesign requirements when designing and producing goods. However, the law also places certain obligations on distributors, importers, and providers of online marketplaces. As such, the regulation is expected to have a big impact on the economy as a whole. A first working plan has been published announcing delegated acts to be adopted for iron and steel (2026), for textile/clothing, tyres, aluminium and horizontal reparability requirements (2027), for furniture (2028), and for mattresses, and recycled content and recyclability of electric and electronic appliances (2029).

Furthermore, recent developments regarding sustainability claims will put pressure on all types of market participants to think carefully before making green claims about their products or organisational behaviour and to properly substantiate public claims regarding environmental impact or performance. In this regard, the recent judgment in the Fossielvrij/KLM case and the EU legislative proposal for a Green Claims Directive provide an interesting outlook for the future.

Finally, the EC and competition authorities are increasingly providing more space for market participants (read: competitors) that wish to collaborate in light of sustainability goals. In 2023, the EC published its updated Horizontal Guidelines, including a new section on competition and sustainability agreements, and the ACM updated its Sustainability Policy Rule not much later. Navigating EU competition rules will become increasingly important as more businesses seek to enter into environmental collaboration agreements.

At the EU level, we observe continuous policy and regulatory efforts aimed at strengthening competitiveness and improving prosperity. The EC’s Strategic Agenda for 2024–29, which sets the EU’s priorities for the next four years, already stressed the importance of reinforcing Europe’s sovereignty in strategic sectors – for example, by reducing certain dependencies and diversifying supply chains. The agenda furthermore called for significant collective investment efforts and the pursuit of a just and fair climate transition. After the publication of a report by former European Central Bank president Mario Draghi, the Draghi report, on the future of the EU economy, these efforts have seen a significant scale-up. The Draghi report contained serious warnings on the state of the EU economy in comparison with those of the USA and China, and the ramifications for European independence and security.

In the EC working programme for 2025, these ambitions were reiterated and the EC announced the publication of a Clean Industrial Deal, a new Circular Economy Act, a new chemicals industry package, a Quality Jobs Roadmap, a Gender Equality Strategy, a new approach to competition policy and, most importantly, a series of so-called Omnibus packages to simplify the current body of European sustainability laws. These initiatives are expected to affect companies and their ESG policies throughout Europe.

The adopted amendments from the Omnibus have postponed certain ESG-focused due diligence requirements for companies, such as those in the CSRD, the CSDDD and the Batteries Regulation. The substantive proposals in the Omnibus packages that have been presented so far are still subject to the legislative procedure. These proposals aim at simplifying ESG requirements for companies and limiting and reducing administrative burdens while still adhering to their original goals. However, critics have vocally protested against these amendments, saying they amount to deregulation. Many argue that this is connected with the installation of the second Trump administration, which has publicly declared a “war” on ESG. The recently adopted framework for a US–EU trade agreement contains a clause which stipulates that the CSDDD and CSRD will not impose undue restrictions on transatlantic trade, interpreted by many as meaning that US companies will receive some form of an exemption. The framework agreement in general has not been received well in the EU.

In the Netherlands, the new coalition has fallen within one year and now functions as “demissionary” until a new coalition is formed after new elections in October 2025. The coalition had not been able to implement any major ESG policies or regulations, and as a demissionary coalition it is not allowed to adopt any policies or regulations on certain subjects that have been declared “controversial” by parliament, such as emission reduction measures for the aviation sector, climate change, and animal welfare in the agricultural sector. A parliamentary majority has voted in favour of a national import ban on goods out of illegal Israeli settlements on the West Bank. We are also seeing efforts towards countermeasures against Israel at the EU level. If current polls are to be trusted, a new coalition may implement more ambitious climate and ESG policies and regulations.

Corporate social responsibility (CSR), and accountability in this respect, is a hot topic in the Netherlands. National and international trends have developed whereby CSR-related regulations based on voluntary adoption have been replaced by statutory regulations in the areas of transparency and due diligence.

European Initiatives

In December 2019, the EC introduced the European Green Deal, the purpose of which is to transform the EU into a modern, resource-efficient and competitive economy. Several legislative initiatives have since been taken, including the CSRD and the CSDDD. In January 2025, the EC presented the “Competitiveness Compass”, a new roadmap to restore Europe’s competitiveness and boost economic growth. The compass builds on the analysis of the Draghi report and provides a strategic framework for the EC for the next five years. As a result of this Draghi report, the Omnibus packages were introduced.

CSRD

The CSRD entered into force on 5 January 2023 and was due to be implemented by EU member states by July 2024. Several jurisdictions, including the Netherlands, missed this deadline. On 13 January 2025, the Dutch government submitted a bill to the Lower House which aims to implement the CSRD.

As from Financial Year 2024, companies falling under the scope of the CSRD will have to draw up an extensive sustainability report on the basis of European Sustainability Reporting Standards (ESRS). Although the CSRD focuses on reporting, the CSRD requirements also affect the governance of companies. The requirements under the CSRD may, for example, lead to changes in the role and composition of the management board and the supervisory board. The CSRD is being implemented in the Netherlands in the form of various laws and decrees and has not yet been finalised. The CSRD will be discussed in greater detail in 5. Transparency and Reporting.

To ease the impact of these new obligations on smaller businesses, the EC adopted on 30 July 2025 a voluntary sustainability reporting standard for SMEs (VSME). Developed by the European Financial Reporting Advisory Group, this standard is intended to reduce the administrative burden by providing a common framework for responding to information requests from larger companies and financial institutions subject to the CSRD. SMEs may also choose to report under the VSME to improve access to sustainable finance and strengthen their resilience and competitiveness.

CSDDD

The CSDDD, which entered into force on 25 July 2024, seeks to harmonise EU member states’ rules on supply chain due diligence. Under the CSDDD, large companies will need to adopt due diligence policies to identify, prevent or mitigate – and ultimately end – any adverse impact of their operations on human rights, the environment and good corporate governance (including corruption). In-scope companies also need to have a climate transition plan in place to ensure that their business strategy is compatible with limiting global warming to 1.5°C in line with the Paris Agreement. The EU member states have two years to implement the CSDDD into national laws and regulations. The CSDDD has not yet been implemented in the Dutch regulation.

Omnibus Packages

On 26 February 2025, the EC adopted two Omnibus packages intended to simplify ESG legislation and reduce compliance burdens while safeguarding competitiveness:

• The Omnibus I package is the most comprehensive and consists of various components amending, among other things, the CSDDD, the CSRD, (delegated regulations of) the Taxonomy Regulation and the Carbon Border Adjustment Mechanism.
• The Omnibus II package contains a proposal for a regulation amending – among other things – the Invest EU Regulation.

With regard to the Dutch corporate governance framework, the Omnibus I proposal is the most relevant. Firstly, the Omnibus I proposal includes amendments to the CSRD and CSDDD, granting the companies that fall in scope of these Directives additional time to prepare for compliance. The European Parliament approved these amendments on 3 April 2025 through a fast-track procedure, resulting in the so-called “Stop-the-Clock” Directive, which entered into force on 17 April 2025. This Directive postpones the reporting and due diligence obligations under both the CSRD and the CSDDD. Secondly, the Omnibus I proposal seeks to substantially narrow the scope and substantive obligations of the CSRD and CSDDD. This includes for the CSDDD, among other things, the removal of the EU-wide civil liability regime and the limitation of audits to “direct” business relationships, with “indirect” relationships audited only in specific circumstances.

National Initiatives

The Netherlands already has a specific law on human rights due diligence, but this law has still not entered into force. On 13 November 2019, the Duty to Prevent Child Labour Act (Wet Zorgplicht Kinderarbeid, or WZK) was published in the Dutch Bulletin of Acts and Decrees (Staatsblad). Under the WZK, every company selling goods or rendering services to Dutch end users must take due care to ensure that those goods or services have not been produced using child labour.

In addition, as mentioned in 1.4 Governance Trends, a member’s initiative bill on Responsible and Sustainable International Business Conduct is pending before the Dutch Lower House, with the same objective as the CSDDD. The bill provides for a general duty of care (due diligence) that applies to every Dutch company that knows or may reasonably suspect that its operations or that of its business relations may have adverse effects on human rights and the environment in a country outside the Netherlands. Furthermore, the bill requires certain large companies to exercise due diligence in their production chains, including the conduct of the company’s business relations, such as suppliers. It is not certain yet whether this bill will enter into force, as it concerns more or less the same goals and obligations as the CSDDD.

The corporate governance requirements for listed and unlisted companies in the Netherlands differ.

For both listed and unlisted companies, Book 2 of the Dutch Civil Code sets out the duties and powers of the various corporate bodies, as well as rules on representation, conflicts of interest, the liability of managing and supervisory directors, financial reporting and disclosure.

Listed companies must also comply with the Dutch Corporate Governance Code, even if the shares are only listed on a stock exchange outside the European Economic Area. The Corporate Governance Code contains principles and best practice provisions regulating the relationship between the management board, the supervisory board and the general meeting/shareholders of Dutch listed companies. The Corporate Governance Code was updated on 20 December 2022, and the amendment entered into force on 1 January 2023. The revised code sharpens the focus on sustainability aspects of companies. Sustainable long-term value creation is the key consideration for management boards and supervisory boards when determining strategy and making decisions, and stakeholder interests should be taken into careful consideration. The requirements (the principles and best practice provisions) of the Corporate Governance Code are based on the “comply or explain” principle. Certain principles and best practices may be considered part of the statutory requirement (in the articles of association) for boards and shareholders to act as regards each other in keeping with the principles of reasonableness and fairness and may as such be binding.

On 20 March 2025, the Corporate Governance Code was updated to introduce the risk management statement (Verklaring Omtrent Risicobeheersing). Under this new requirement, the management board must state in the annual management report (i) that the company’s internal risk management and control systems provide at least limited assurance, (ii) that its sustainability reporting contains no material misstatements, and (iii) the level of assurance these systems provide in relation to the effective management of operational and compliance risks. This statement enhances transparency for stakeholders and strengthens board accountability.

Furthermore, additional governance requirements apply to listed companies and certain large companies – for instance, in the field of diversity.

Under the EU Non-Financial Reporting Directive (NFRD), large public interest entities (listed companies, banks and certain insurers) must have a diversity policy and provide information on it in the corporate governance statement of the management report. Under the NFRD, “diversity” is used in the broad sense of the word (nationality, age, gender, education, professional background and so on). The Dutch Diversity Act (Wet Ingroeiquotum en Streefcijfers) introduced a statutory gender diversity quota (one-third men and one-third women) for the supervisory boards of Dutch listed companies on Euronext Amsterdam. This means that, apart from two specified exemptions, any appointment that does not make the composition of the supervisory board of a listed company (that does not already meet this one-third criteria) more balanced is null and void. In addition, large companies (whether listed or not) must set more appropriate and ambitious gender target ratios, draw up an action plan and report on this in the management report and to the Social and Economic Council (Sociaal-Economische Raad) within ten months of the end of the financial year.

In 2020, a group of professors of Dutch corporate law called for the introduction of responsible corporate citizenship in the statutory duties of managing and supervisory directors. Managing directors should ensure that the company participates in society as a responsible company. Supervisory directors should supervise this. Thus far, the influence of this proposal has been limited to the Dutch Corporate Governance Code, which since 2023 has included a principle that the management board of listed companies is responsible for sustainable long-term value creation. Best practice provisions require companies to (i) engage in dialogue with stakeholders on the sustainability aspects of their strategy and its implementation and (ii) report on their vision for sustainable long-term value creation, related strategy and objectives, the company’s impact on people and the environment, consideration of stakeholder interests, and progress achieved. The supervisory board oversees this. The proposal in the CSDDD for a duty of care for directors did not make it into the final Directive.

The question is whether this proposal represents a broadening of the duties of managing and supervisory directors. Managing and supervisory directors of Dutch companies must be guided in performing their duties by the interests of the company and its affiliated enterprise (the corporate interest). The Dutch Supreme Court has determined that the content of the corporate interest depends on the circumstances of the case and that, as a rule, the interest of companies to which an enterprise is affiliated is determined in particular by promoting the ongoing success of the enterprise. In doing so, managing and supervisory directors must exercise due care in relation to all stakeholders of the company, which may entail that directors must ensure that those interests are not unnecessarily or disproportionately harmed. It could be argued that the corporate interest already implies that companies should behave as responsible companies in society. However, there are different opinions on this among Dutch legal scholars.

The 2025 update to the Corporate Governance Code further reinforced directors’ responsibilities by introducing the risk management statement. At the same time, reporting requirements under the CSRD also affect the roles and responsibilities of managing and supervisory directors. Companies must provide a description in the sustainability report of the duties and responsibilities of the management and supervisory board with regard to sustainability. Notably, this description should cover not only monitoring the company’s impact on sustainability issues (such as climate change), but also how these sustainability issues affect the company (double materiality). Among other things, the company must make it clear how these duties are laid down in the division of tasks of the management and supervisory boards, and in what manner the boards actually perform these duties. The audit committee will have specific duties in the area of sustainability reporting.

As regards stakeholder engagement, there is a growing trend whereby managing and supervisory directors are expected to take into account the interests of an increasing number of stakeholders and also to actually involve those stakeholders in the decision-making process – for instance, in a stakeholder committee or advisory council.

Furthermore, there is also a growing expectation that directors actively engage stakeholders in decision-making – for example, through stakeholder committees or advisory councils. Litigation developments, such as the Milieudefensie v ING proceedings filed by Milieudefensie in March 2025, illustrate the risks directors face if their companies’ climate strategies are viewed as inadequate or inconsistent with international commitments.

Social enterprises and not-for-profit companies do not yet have a specific legal form in the Netherlands. However, the Dutch government is working on a social private limited liability company, known as the BVm. A BVm draft regulation was submitted for consultation on 21 March 2021. In 2024, the Dutch Lower House also adopted a motion requesting the cabinet to develop a new legal form (rentmeestervennootschap) for steward-owned businesses. On 22 January 2025, a Proposal on the Principles of the Stewardship Company (Voorstel Uitgangspunten van de Rentmeestervennootschap) was presented. Although not yet widespread (the Netherlands currently has about 100 steward-owned companies), steward ownership is gaining increasing attention among entrepreneurs, politicians, lawyers and investors. Steward ownership is an ownership and governance model based on two central principles:

• self-governance is by those who are closely involved in the company and do not have a primary financial interest (stewards); and
• profits serve the company’s mission and are invested or donated to fulfil that purpose rather than distributed primarily to shareholders.

In the Netherlands, steward-owned companies typically use three legal models: (i) the “Beheerstichting”, a foundation holding the company or majority voting rights to safeguard mission and continuity; (ii) a golden share model, combining non-transferable steward shares with a foundation holding veto rights; and (iii) neutralised capital, where a foundation holds the economic ownership while stewards retain non-transferable voting rights.

It is important to recognise that, in practice, a separate legal form is not necessarily needed to make an impact. Even within existing Dutch legal forms (such as the private limited liability company (Besloten Vennootschap, or BV), the public limited liability company (Naamloze Vennootschap, or NV) and the co-operative), an enterprise can be designed that fulfils that purpose. Take, for instance, social enterprises structured as a BV. These enterprises can voluntarily restrict profit distributions – for example, by including in their articles of association a special reserve dedicated solely to the BV’s societal objectives. Companies are also looking for other ways to express their CSR ambitions. By way of example, it is possible to seek alignment with various private codes and quality marks, such as becoming a B Corporation or complying with the Social Enterprises Code.

In the Netherlands, there is a widespread discussion about CSR and the role that (institutional) shareholders play in it. For decades, Dutch case law has been based on the principle that shareholders are allowed to act in their own interests, while behaving towards each other and the company in accordance with what is required by reasonableness and fairness. However, institutional investors are increasingly expected to take account of ESG issues in their voting and investment decisions as well as the traditional factors (financial return, risk and costs), owing to either legislation and regulation, codes of conduct or voluntary agreements; this is known as sustainable shareholdership.

The Dutch Corporate Governance Code provides that shareholders of listed companies are expected to recognise the importance of a strategy aimed at sustainable long-term value creation. In addition, institutional investors are, for instance, legally required to adopt an engagement policy. Such a policy includes conducting dialogues with investee companies.

In practice, institutional investors deal with shareholder engagement in different ways. A case in point is the famous annual “Letter to CEOs” by Larry Fink of BlackRock, which has been calling attention to the importance of sustainability, stakeholders and climate change since 2018 (although, as of 2023, his letter has become more cautious). Another form is the filing of shareholder resolutions, such as those regularly submitted by “Follow This” for general shareholder meetings of oil and gas majors, calling for emission reduction targets in line with the Paris Agreement. A third form of engagement is the so-called “Say On Climate”, in which shareholders enter into dialogue with boards so that (voluntary) climate action plans are drawn up and submitted to the general meeting for an advisory vote. In the 2024 Dutch AGM season, Unilever, listed on Euronext Amsterdam, submitted climate action plans for an advisory vote at the AGM. A majority of 98% of the shareholders voted in favour of this plan. In the 2025 AGM, shareholders had the possibility to ask further questions about this plan. So far there have been no Dutch listed companies that have either voluntarily or obligatorily given the general meeting an advisory or binding voice regarding their climate policy. The growing attention to ESG concerns is further evident in the fact that, like last year, some Dutch AGMs were attended by shareholders affiliated with environmental groups (eg, Milieudefensie and Extinction Rebellion) in an effort to obtain commitments from the managing and supervisory directors in this area.

Digital Meeting

On 15 January 2024, a digital general meeting bill was submitted to the Dutch Parliament. This bill provides the legal basis for a fully digital general meeting. The current regime only allows for a hybrid meeting, where the shareholder has the choice of either attending the physical meeting or exercising his/her meeting and voting rights remotely. Although the aim was for the new legislation to come into effect on 1 January 2025, this legislation is still pending. The date of entry into force has not yet been determined, but the bill is currently expected to be adopted on 1 January 2026. It is therefore not yet possible to hold a fully digital shareholders’ meeting.

Sustainable Finance Loans, Bonds and Other Investments

The EC has been actively promoting sustainable finance, encouraging the financing of businesses and their assets with green, sustainable and/or sustainability-linked characteristics through various equity and debt investments, debt finance and other financial products. By way of example, in the EC’s Recommendation (EU) 2023/1425 of 27 June 2023 on facilitating finance for the transition to a sustainable economy, the EC encouraged the use of green and sustainability-linked loans and bonds and of equity and debt investment strategies to finance undertakings that want to contribute to the transition to climate neutrality and environmental sustainability.

EU Green Bonds and Sustainability-Linked Bonds

The EU Green Bond Regulation 2023/2631 has been in effect since 21 December 2024. The EU Green Bond Regulation sets a gold standard for how companies and public authorities can use green bonds to raise funds on the capital markets on a large scale for green projects. For green bonds to qualify as EU Green Bonds, several requirements need to be met, including the requirement that all funds raised be allocated to projects that are aligned with the EU Taxonomy Regulation – provided that the sectors concerned are already covered by it. A flexibility pocket of 15% will apply to those sectors not yet covered by the EU Taxonomy Regulation and to certain very specific activities. The EU Green Bond Regulation also includes voluntary disclosure requirements for other environmentally sustainable bonds and sustainability-linked bonds issued in the EU.

Equity and Debt Securities

In relation to debt and equity securities, the European Securities and Markets Authority (ESMA) published a statement on 11 July 2023 that specifically addresses ESG-related disclosures in prospectuses. Issuers and their advisers must consider ESG-related matters when preparing prospectuses, to the extent that the effects of those matters are considered material. This also includes any sustainability information that the issuer is already required to report in accordance with the CSRD.

Funds and Benchmarks

For fund managers and financial advisers, the EU Sustainable Finance Disclosure Regulation (SFDR) sets out requirements for disclosure of information and investment objectives to investors regarding the promotion of financial products with environmental or social characteristics (Article 8 products) or with sustainable investment as their objective (Article 9 products). The SFDR poses several challenges in its interpretation and application, and also in relation to other ESG rules and regulations. ESMA and the AFM have issued several publications in order to clarify and encourage SFDR compliance and sustainable finance investments. By way of example, ESMA has published guidelines on key sustainability concepts under the SFDR, the EU Benchmarks Regulation and the EU Taxonomy Regulation, on the use of ESG or sustainability-related terms as well as on fund names. The SFDR is subject to review by the EC in 2025–26.

Sustainable Finance Guidelines and Principles

Businesses wishing to raise financing with green and/or sustainability characteristics should consider not only the rules and regulations set out in 3.1 Progress in Green Financing, but also the principles and guidelines developed by industry associations – such as the Loan Market Association (LMA) in the EU, its international counterparts the Loan Syndications and Trading Association in the USA and the Asia-Pacific Loan Market Association in Asia-Pacific, and the International Capital Markets Association (ICMA) – on the basis of general market practices. By way of example, the LMA issues principles and guidelines for green, social, sustainability and transition loans and the ICMA issues principles for green, social, sustainability and sustainability-linked bonds, which set expected market standards.

ESG Ratings in the EU: New Supervision

The EU ESG Rating Regulation 2024/3005 was published on 12 December 2024 in the EU Official Journal and will start to apply from 2 July 2026. As a result, ESG rating providers operating in the EU, or issuing, publishing or distributing ESG ratings in the EU, will be subject to strict requirements, mandatory disclosure and supervision as either an EU authorised or non-EU recognised ESG ratings provider by ESMA. The ESG Rating Regulation also amends the SFDR by requiring financial market participants subject to the SFDR to display certain information on their websites if they disclose ESG ratings to third parties as part of their marketing activities.

An ESG rating is defined as an opinion or a score, or a combination of both, regarding a rated item’s profile or characteristics with regard to environmental, social and human rights, or governance factors, or regarding a rated item’s exposure to risks or impact on environmental, social and human rights, or governance factors, that is based on both an established methodology and a defined ranking system of rating categories, irrespective of whether such ESG rating is labelled an “ESG rating”, “ESG opinion” or “ESG score” (Article 3(1) of the ESG Rating Regulation).

ESG rating providers active in the EU as of 2 January 2025 must notify ESMA by 2 August 2026 of their desire to apply for authorisation or recognition in the EU (for smaller EU ESG rating providers, the deadline is 2 November 2026). If ESG rating providers desire to continue operations in the EU, they must apply for authorisation or recognition by 2 November 2026 or cease operations.

EU Stops the Clock on Corporate Sustainability Reporting

In February 2025, the EC proposed in the EU Omnibus Directive proposals to ease regulatory burdens on corporate sustainability reporting rules under the CSRD. See also elsewhere in 2. Corporate Governance.

See elsewhere in 3. Sustainable Finance.

The risk that businesses and assets with a less than favourable ESG footprint may become “stranded” and/or “non-bankable” is a reality in EU financial markets.

Various EU regulations include provisions that act as incentives for financial market participants to orient capital towards green and sustainable finance. Examples are disclosure requirements for financial market participants to publish their Green Asset Ratio and Green Investment Ratio, as well as ESG disclosure under capital requirement regulations for banks. These apply in addition to general sustainability requirements under the CSRD and the CSDDD.

Also, the EC recommends that lenders, fund managers and investors engage with borrowers and investees on how sustainability performance and transition targets and plans of undertakings will be taken into account – including in assessing the risk of stranded assets, and transition risks and physical risks more broadly – when seeking financing.

Development of Transition Finance

The EC sees solutions for businesses and assets in transition finance, which can be understood as the financing of climate and environmental performance improvements to transition towards a sustainable economy, at a pace that is compatible with the EU’s climate and environmental objectives and that avoids lock-ins.

Industry associations such as the LMA and the ICMA have developed principles and guidance for transition finance. By way of example, the ICMA published a paper on transition finance in debt capital markets following its Climate Transition Handbook in 2024, and the LMA is developing principles for the loan markets in relation to transition finance. The Transition Finance Council consulted on its draft Transition Finance Guidelines in August 2025.

Greenwashing in Financial Markets

The EU supervisory authorities for the financial markets – namely, the European Banking Authority, the European Insurance and Occupational Pensions Authority and ESMA – are concerned about financial market participants engaging in “greenwashing”. On 4 June 2024, they published their common high-level understanding of “greenwashing” as a practice whereby sustainability-related statements, declarations, actions or communications do not clearly and fairly reflect the underlying sustainability profile of an entity, a financial product or financial services. Also in their follow-up reports, in which further greenwashing risks were identified, the European authorities stressed that financial market players have a responsibility to provide sustainability information that is fair, clear and not misleading, and to avoid greenwashing.

Greenwashing and Greenhushing

The risk that financial market participants may not meet expected standards that apply to them or their financial products and disclosures, and that this may qualify as greenwashing under the broad interpretation of that concept by the EU authorities, has led to a retraction of claims and/or promotion of “green” and “sustainability” characteristics by financial market participants. This is a form of “greenhushing” and may also affect the integrity of financial markets and standards of fair disclosure.

Collision of ESG Interests in Financial Markets

EU rules and regulations require the consideration of the interests of multiple and varied stakeholders, and aim to strike a balance between ESG interests. By way of example, the promotion of environmental purposes may “do no significant harm” to other ESG purposes under various regulations addressed in this chapter. Also, in the EU, ESG and climate risks are treated as a form of financial risk, which financial institutions are expected to manage and control under prudential requirements applicable to financial market participants.

Climate and ESG Litigation and Enforcement in Financial Markets

In addition to increased regulation of the financial markets, there is increased monitoring and scrutiny of prospectus and other financial product disclosures by regulators, supervisory authorities and consumer protection authorities. Climate litigation is furthermore a hot topic in the Netherlands and the EU generally, as climate action groups in particular take litigation action against the Dutch government (as in the Urgenda case) and large corporates and banks (eg, Milieudefensie against Shell and ING Bank). Those claims are based mostly on human rights and tort law as they apply in relation to climate and environmental interests. However, these interests may conflict with social interests that are promoted by other litigation parties in such cases, for example. For EU and Dutch supervisory authorities, greenwashing risks remain a priority area in terms of policy and enforcement.

We are seeing an increase of soft law becoming hard law in the Netherlands; however, some specifics of this increase are not yet legally certain. In the first place, there is the decision of the Court of Appeals in The Hague in the case of Milieudefensie v Shell issued in November of last year. The Court of Appeals explicitly considered and applied the OECD guidelines and the UN Guiding Principles, and several other soft law instruments, in interpreting an open legal norm in Dutch tort law. However, the case has been referred to the Dutch Supreme Court, and it is not yet certain the Supreme Court will follow the Court of Appeals’ reasoning.

Furthermore, there is a very clear echo of the OECD Guidelines, particularly when it comes to due diligence requirements, in several EU legal instruments that are or will become applicable in the Netherlands such as the CSDDD, the EUDR and the Batteries Regulation. However, within the Omnibus process, the CSDDD has been under considerable reconsideration, with all three legislative organs of the EU currently having differing opinions on the scale and intensity of the required due diligence process. For example, the EC has proposed to limit the research requirements for due diligence to only direct business partners (tier 1), and certain parties within the European Parliament have pleaded for the deletion of the obligation to adopt a climate transition plan. For other regulations, the application of due diligence requirements has been postponed – for example, the Batteries Regulation. The current political climate within the EU makes it hard to anticipate to what extent soft law will become hard law within these instruments.

This year, due diligence requirements for companies are increasing in the Netherlands, with the EUDR becoming applicable in late December of this year. More companies will have to satisfy due diligence requirements to guarantee that products are completely deforestation-free. Under the current Timber Regulation, this only applies to wood products and whether they are harvested illegally. Under the EUDR, products that are the results of legal activities leading to deforestation are also excluded, and this applies to more categories of products and their derivatives. In addition to wood, it applies to cattle, cocoa, coffee, oil palm, rubber and soya.

Due to the Omnibus process, both the Dutch implementation act on the CSDDD and the initiative bill on Responsible and Sustainable International Business Conduct have been put on hold until there is more clarity on the outcomes in Brussels. It is not yet clear at this moment of the process to what extent due diligence requirements for companies will increase in the future.

As mentioned above, though it is not yet judicially final, the Court of Appeals in The Hague has used the OECD guidelines, the UN Guiding Principles on Business and Human Rights, and traditionally vertical human rights, to interpret an open norm in Dutch tort law to come to the conclusion that there can be a due diligence obligation on considerably influential and large companies to make an end to human rights infringements to the extent they reasonably can, and that omitting to do so may lead to the finding of a wrongful act. Though this decision is yet to be considered by the Supreme Court, companies may need to consider potential liability for not adhering to the OECD guidelines in trying to mitigate negative impacts.

It is hard to say at the moment what impact the CSDDD and the initiative bill on Responsible and Sustainable International Business Conduct will have on the choices that companies make in working with supply chain partners, given that this regulation is not yet in force. The authors believe it will have an impact in the future, as it is expected that companies will need to have a better understanding of their supply chain first and therefore do the necessary research.

In practice, there are signals that one of the proposed Omnibus amendments may influence partner selection. The EC has proposed that companies that fall under the CSDDD may not require any information from smaller companies other than the information those companies may choose to voluntarily report under the (yet to be determined) VSME (see 2.1 Developments in Corporate Governance). There have been companies that would fall under the CSDDD that have expressed their concerns about this, stating they do not wish to decrease their due diligence standards.

Companies are focusing more on ESG, and hence it plays a role in M&A. It has an effect on the due diligence investigation and the sale and purchase agreement (eg, covenants between signing and closing, warranties and indemnities). Purchasers seek clarity on whether the target complies with current ESG obligations and whether it is prepared for upcoming requirements under EU law. With the CSRD now in force and the Dutch implementation bill having been submitted in January 2025, purchasers carefully assess the target’s sustainability reporting capabilities, governance arrangements and internal controls, particularly in light of the new risk management statement required under the Dutch Corporate Governance Code.

The CSDDD, which entered into force in July 2024 and must be implemented by 2026 (postponed until 2028 under the Omnibus “Stop-the-Clock” Directive), will further increase purchaser scrutiny. Targets are expected to demonstrate robust due diligence policies across their value chains and to show how their business models align with the Paris Agreement’s 1.5°C target. Industrial companies in particular will need to present credible transition plans. Purchasers may potentially anticipate the CSDDD ultimately coming into force by requesting more warranties and indemnities to comply with these obligations. ESG litigation risk continues to grow – as illustrated by cases such as Milieudefensie v Shell and Milieudefensie v ING – so purchasers also evaluate potential exposure to climate and human rights claims.

Beyond compliance, ESG due diligence extends to assessing a target’s future resilience, reputation and financing prospects. Financing prospects increasingly depend not only on access to sustainable finance – such as green bonds – but also on the ability of investors to assess whether a company meets applicable sustainability standards. The ESG profile of a target has thus become decisive for valuation, deal viability and long-term value creation.

In the Netherlands, companies are subject to several disclosure obligations.

The CSRD

The CSRD when implemented will replace the current requirement for large public interest entities to issue a non-financial information statement. In essence, the CSRD requires companies falling within its scope to prepare and publish a sustainability report as part of the management report. One of the key principles of the CSRD is the principle of double materiality: a company is required to report on sustainability matters that are material from an impact or financial perspective. The CSRD does not require all companies to disclose sustainability information. The requirements apply only to companies of a certain size or of a certain type. All “large” undertakings, all “listed undertakings” (excluding micro-undertakings), and certain credit institutions or insurance undertakings that are “large” and/or “listed” are subject to the CSRD.

Under Dutch law, an undertaking qualifies as “large” if it meets at least two of the three following criteria on its balance sheet date for two consecutive financial years:

• balance sheet total >EUR25 million;
• net turnover >EUR50 million; and/or
• average number of employees during the financial year ≥250.

In addition, the CSRD applies indirectly to non-EU undertakings generating a net turnover of EUR150 million in the EU with at least one subsidiary in the EU that is subject to the CSRD, or a branch in the EU that generated a net turnover of more than EUR40 million in the preceding financial year. The largest subsidiary or branch of these non-EU undertakings must publish a sustainability report covering the whole group of the non-EU parent undertaking.

Please note that these thresholds may change as a result of the Omnibus I package, which includes a proposal for a directive amending the CSRD, including its thresholds.

The SFDR

The SFDR applies to regulated financial undertakings offering or advising on investment-related financial products, such as investment firms or asset managers. The SFDR requires these undertakings to enable investors to consider relevant product-level and entity-level sustainability information in their investment decisions and to monitor the sustainability impact of their investments.

EU Taxonomy Regulation

The Taxonomy Regulation applies to both CSRD-regulated and SFDR-regulated entities and requires disclosing the extent to which the economic activities performed directly by the undertaking or indirectly through an investment product qualify as environmentally sustainable in accordance with, among other things, a detailed set of criteria.

Please note that the EU Taxonomy Regulation requirements may change as a result of the Omnibus I package.

Capital Requirements Regulation (CRR)

The CRR requires large listed banks to annually report on ESG risks and report on elements of the remuneration policy.

Decree on the Content of the Management Report (Besluit inhoud bestuursverslag)

This decree requires large companies to report on diversity and targets for the male-to-female ratio of supervisory board members.

Under the CSRD and the related ESRS, companies must disclose their transition plan for climate change mitigation (ESRS E1-1). If the company does not have a transition plan in place, it must indicate whether and, if so, when it will adopt a transition plan.

The CSRD does not require companies to commit to targets, but merely to disclose the targets related to sustainability matters. If a company is subject to a disclosure requirement that relates to targets but has not set the particular target, it must disclose this to be the case and it may disclose a timeframe in which it aims to have the targets in place.

Furthermore, under the recently adopted CSDDD, companies falling within its scope will need to publish transition plans for climate change mitigation. These plans should include time-bound emission reduction targets for scopes 1, 2 and 3, and an overview of planned actions and investments to reach these targets, among other things. For companies that publish a transition plan in accordance with the CSRD, the obligation to adopt a plan under the CSDDD is considered to be met.

Please note that the requirements relating to transition plans may change as a result of the Omnibus I package, which includes a proposal for a directive amending the CSRD and CSDDD. In addition, as a consequence of the Omnibus I package, the ESRS are being revised, including the disclosure requirement on transition plans (ESRS E1-1). None of these changes are final at the time of writing.

The following restrictions and conditions apply to making sustainability claims and to legally regulated ESG labels:

• Dutch consumer protection law: The ACM is a front-runner in the regulation and supervision of sustainability claims by undertakings providing services to consumers. It has issued guidelines mandating the use of clear and non-misleading sustainability labels. Furthermore, the Dutch Advertisement Code Committee (a self-regulatory organisation) renders authoritative decisions regarding sustainability advertising upon a complaint by individual consumers or, for instance, NGOs. Such decision could also serve as “stepping stone” to civil proceedings.
• SFDR: The SFDR requires certain regulated financial undertakings to provide investors with sustainability information on financial products if these financial products claim to have sustainability ambitions. Moreover, EU regulators have adopted guidelines prohibiting the use of sustainability-related terms in the names of financial products without adhering to certain minimum levels of sustainability ambition. A comprehensive review of the SFDR is being performed currently.
• EU Green Bonds Regulation: Bond issuers may adopt the voluntary EU Green Bond label when complying with certain reporting standards, using the funds for projects that are aligned with the EU Taxonomy Regulation, and providing pre- and post-issuance transparency on the use of the funds.
• EU Benchmarks Regulation: Providers and users of benchmarks in financial instruments or financial contracts, or of benchmarks on the performance of investment funds, are subject to additional requirements if the benchmark is labelled as a Climate Transition Benchmark or as a Paris-Aligned Benchmark. The recently adopted amendment to the EU Benchmarks Regulation will take many “non-significant benchmarks” outside its scope.
• EU ESG Rating Regulation: The ESG Rating Regulation starts to apply 2 July 2026. This regulation will require that undertakings providing ESG ratings in a professional capacity obtain a licence from ESMA, are transparent in their ESG rating methodology and avoid conflicts of interest.

The following regulators monitor compliance with ESG disclosure compliance in the Netherlands:

• the AFM, as a supervisory authority on accounting law and financial markets;
• the Dutch Central Bank (De Nederlandsche Bank, or DNB); and
• the public prosecutor.

The regulator monitoring the use of sustainability marketing claims is the ACM.

Compliance with the CSRD is regulated under the Dutch Economic Offences Act (Wet op de Economische Delicten) and is overseen by the Public Prosecution Service. Companies that fail to publish their sustainability statements on time may face penalties, which can include:

• up to six months in prison;
• community service; and
• a fine of up to EUR25,750 for directors and EUR103,000 for the company.

The primary authority for enforcing sustainability disclosures for listed companies is the AFM. The AFM is responsible for ensuring that listed companies publish their annual reports, including the required ESG information, in a timely and complete manner. The AFM has certain enforcement powers under the Dutch Financial Reporting Supervision Act (Wet toezicht financiële verslaggeving). Additionally, the AFM has the discretion to initiate annual account proceedings (jaarrekeningprocedure) with the Enterprise Chamber of the Amsterdam Court of Appeals to evaluate whether a company’s financial and sustainability statements included in the annual reporting comply with legal standards. The AFM also oversees compliance with SFDR requirements.

False or misleading sustainability disclosures can lead to administrative penalties and, in some cases, criminal enforcement if certain conditions are met. Additionally, greenwashing may result in civil claims, intervention by the Advertisement Code Committee or penalties from the ACM.

On a European level, it is proposed to thoroughly review and amend, among other things, the CSRD, the CSDDD and the Taxonomy Regulation. By way of the Omnibus I package, the EC presented a number of measures to simplify the existing regulations and to reduce administrative burdens. The proposals are currently going through the EU’s legislative bodies and are expected to be finalised in the first half of 2026.

Regardless of the Omnibus I package, in the coming years, companies will need to significantly improve their ability to meet their reporting obligations as the volume and complexity of required information increases. While they are likely to become more proficient in handling these disclosures, there is a risk that the process will become a mere “box-ticking” exercise. The new regulations will have a major impact on companies due to the sheer amount of data required, the level of detail involved and the tight timeframes for compliance.

It is relatively easy to start ESG-related cases in the Netherlands. Dutch civil procedure offers various options to initiate (commercially funded) collective proceedings and claim damages for a “class” of claimants (eg, consumers), which also relate to ESG matters. It is also relatively easy for NGOs advocating for environmental interests or minorities’ rights, for example, to bring a public interest collective action. For such public interest collective actions, a “light” regime in terms of admissibility requirements applies, as long as they do not claim damages. Nevertheless, these are often long-running, complex proceedings. Such public interest collective actions have proven to be a powerful tool for NGOs.

In addition, Dutch courts have shown a willingness to take far-reaching decisions regarding jurisdiction and also on substance – for instance, about the role of human rights in climate litigation. A notable example is the initial order from the District Court of The Hague to Royal Dutch Shell as the top holding of the Shell Group worldwide to reduce the Group’s carbon dioxide emissions. While the Court of Appeals in The Hague overturned the concrete reduction order, it still ruled that Shell has a legal obligation to reduce its emissions, based on human rights. An appeal to the Dutch Supreme Court is pending. In the case of Urgenda against the Dutch state, the Dutch Supreme Court has already issued a landmark decision that the Dutch state has to reduce greenhouse gas emissions in line with the Paris Agreement.

Specifically for “greenwashing” claims with regard to advertising by companies, an additional “tool” would be filing a complaint with the Advertisement Code Committee. This is a self-regulatory organisation for the advertising sector in the Netherlands, which renders authoritative decisions about alleged misleading statements of a company (including in terms of sustainability). Such a decision could also serve as a “stepping stone” to a collective action in civil proceedings.

NGOs and activists are definitively an important party in ESG litigation in the Netherlands. The landmark carbon dioxide reduction orders against the Dutch state and against Royal Dutch Shell mentioned in 6.1 Instruments for ESG Litigation were obtained by NGOs (Urgenda and Milieudefensie, respectively). Another example is the civil proceedings against the Dutch airline KLM initiated by FossielVrij, an NGO related to ClientEarth, challenging multiple sustainability-related statements by KLM (represented by Stibbe). Other notable cases include Greenpeace holding the Dutch government accountable for failing to protect the island of Bonaire (part of the Kingdom of the Netherlands) from climate threats, and Milieudefensie both demanding that ING halve its emissions and cut ties with fossil fuel companies, and preparing a new lawsuit against Shell to stop new oil and gas extraction projects.

Aside from climate litigation, NGOs have brought proceedings against companies with regard to ESG more broadly. One example is a pending public interest collective action by Bureau Clara Wichmann, a women’s rights NGO, against pharmaceutical company AbbVie claiming compensation due to serious health problems encountered by women with textured breast implants. Other high-profile legal actions include a claim by Stichting Recht op Bescherming tegen Vliegtuighinder (RBV) addressing noise pollution from Schiphol Airport, and Greenpeace Netherlands’ successful claim forcing the Dutch government to comply with nitrogen targets by 2030. These last two cases are currently under appeal. Unions have been targeting the gig economy in the past few years in ESG collective actions as well. Examples of these are the cases against Temper and Uber. 

Dutch public authorities – such as the ACM – are actively enforcing (EU) regulation on the provision of information to consumers, including regarding ESG claims. This is enforcement under public law by means of, so far, informal “warnings” that could be followed by a fine.

Dutch public authorities are also involved in the EU-wide enforcement action by the EC and national consumer authorities (the Consumer Protection Cooperation Network) against 20 airlines in relation to (alleged) greenwashing. As far as the authors are aware, the only civil proceedings so far about ESG claims in relation to greenwashing are not by investors (or public authorities) but by an NGO against the Dutch airline KLM (see 6.2 Climate Activism).

The number of ESG-related proceedings in the Netherlands is predicted to increase in the coming years. This is partly because of the success of previous collective actions regarding ESG matters and partly because of the increasing body of ESG rules and regulations, as in other (EU) countries – in particular, rules on reporting on ESG matters by companies. Following EU Directives such as the CSRD, the IED for industrial companies and the CSDDD (even if its scope is expected to be reduced by the Omnibus legislation), large companies will have to perform due diligences and will have to start annual disclosures regarding their performance on various ESG aspects. All this is expected to be closely monitored by NGOs, providing them with information that could be used in possible new ESG cases against those companies.

Other developments show that ESG-related cases against companies and public authorities are already being brought across various areas. These include proceedings relating to the increasing scarcity of (clean) water, for instance a claim against Brabant Water (represented by Stibbe) for agricultural damage due to groundwater extraction. In addition, Stichting Frisse Wind has announced a collective claim against Tata Steel on behalf of residents suffering harm from emissions from Tata Steel’s industrial facility. Another example involves a group of residents living near Schiphol Airport who have filed a criminal complaint for assault, arguing that years of excessive noise exposure amount to physical harm. Public authorities also do not shy away from initiating civil proceedings against industrial companies. Examples include a claim for damages by several Dutch municipalities against Chemours, a chemicals manufacturer, in connection with PFAS emissions. One might also view collective actions relating to privacy and data protection as ESG-related, although they are backed by litigation funders seeking a profit. Furthermore, mass damage claims relating to environmental accidents in South America were initiated in the Netherlands.