Introduction

In the Netherlands, both the public and private sector have a positive outlook on technology. In addition, adaptation of technology in society is high, especially compared to other EU countries. Cloud and AI are embraced, but of course with caution and an open eye for the risks. However, in general, such risks are deemed to be low and acceptable. This differs from a number of other EU countries.

TMT trends and developments in the Netherlands for 2025 are influenced by many factors, including EU legislation that recently came into force such as the EU AI Act and the Digital Services Act. In addition, the Dutch elections in 2024 resulted in a new cabinet that was sworn in on 2 July. At the end of 2024, an intended decision of the cabinet to increase VAT from 9 to 21% on certain media was successfully blocked by the opposition.

Of course, advancement in technology will remain the biggest driver for trends and developments.

This article discusses the latest TMT trends regarding competition law, the various inbound legislations on the use of data, a final update on the 5G frequency auctions, and important developments in light of personal data protection and TMT-related taxes from tax expert Wesley Boldewijn.

The Dutch Government Sold Frequencies Available for 5G Through an Auction

After a two-year delay, the Dutch government has made frequencies available for 5G through an auction. On 1 July 2024, Minister Micky Adriaansens (Economic Affairs and Climate) announced that three companies ‒ KPN, Odido and VodafoneZiggo ‒ had won the Dutch auction for 5G network frequencies. These companies were able to start using the newly acquired frequencies in the 3.5 GHz band from July 2024, allowing them to offer high-speed mobile communication to businesses and consumers. The auction, which began on 25 June 2024, raised EUR174.4 million, and the licences are valid until 31 December 2040. Each company was limited to acquiring up to 40% of the available frequencies to ensure competition in the telecoms market.

Additionally, 2x50 MHz of the 3.5 GHz band remains available for private, local 5G networks, which businesses and organisations can use for applications like virtual reality and autonomous devices. This space is not part of the auction and can be directly applied for.

The auction results also ensure high-quality mobile coverage, with a 98% coverage requirement for all Dutch municipalities and speed standards for network edges. This will enable an average mobile internet speed of over 100 Mbps, with speeds up to 2 Gbps near antennas.

The Dutch government also continues to monitor health concerns related to mobile communication technologies, ensuring that exposure limits are strictly followed and that research from trusted health organisations supports current policies.

Increasing Merger Control in the Telecommunications Sector

Since June 2023, the broad Dutch Investment Review Act (Wet Vifo) (the “Vifo Act” or the “Act”) has been in effect in the Netherlands. The Act introduced a new foreign investment review framework under Dutch law, in addition to the ones set out in sector-specific legislation, such as in the Dutch Telecommunications Act (Telecommunicatiewet). Under the Vifo Act, a transaction may be prohibited or conditionally approved where it leads to the realisation of one or more risks to national security. The notification requirements resulting from the Act apply irrespective of the nationality of the acquirer. The Vifo Act applies to certain acquisition activities in relation to a target company established in the Netherlands that is either:

• a vital provider;
• a provider or manager of a corporate campus; or
• an undertaking active in the field of sensitive technology.

The Act defines vital providers, eg, in the field of nuclear energy, and infrastructure for the financial market. Sensitive technology includes:

• dual-use products that are subject to authorisation for their export under Regulation (EU) 2021/821 (ie, the EU Dual-Use Regulation);
• quantum technology (ie, quantum computing, quantum communication, quantum sensing (also known as quantum metrology));
• photonics technology;
• semiconductor technology;
• high assurance products; and
• military goods as referred to in Article 2 of the Dutch Strategic Goods Implementation Regulation 2012 (Uitvoeringsregeling strategische goederen 2012).

Changes of control – as defined in the Dutch Competition Act (Mededingingswet) – are caught. However, in the case of a target undertaking active in the field of sensitive technology, the acquisition or increase of significant influence – which is below the level of control – by an acquirer is equally caught. The Vifo Act sets out that such acquisition or increase may occur in different ways. For example, where a person can cast 10% of the votes of the general meeting in a target undertaking. Therefore, certain minority interests that do not result in a change of control are caught under the Act.

The notification obligation pursuant to the Vifo Act applies to both the investor/acquirer and the target company. Although there is no hard deadline for submitting a notification, the Act’s regime has suspensory effect, meaning that a transaction may not be implemented before clearance. The Dutch Minister of Economic Affairs is the competent authority under the Act. However, in practice, the Dutch Investment Review Office (Bureau Toetsing Investeringen) (hereafter BTI), which falls under the Dutch Ministry of Economic Affairs, acts as a co-ordinator for any Act review.

The BTI reviews completed under the Vifo Act in the calendar year 2023 took an average of 40 days. Most reviews under the Vifo Act took between 27 and 53 days to process. The shortest matter had a processing time of 13 days – and the longest took 83 days. However, it should be noted that 12 out of 34 of the Vifo Act reviews in 2023 continued into 2024 and are not included in these averages. These include notifications that were made at the end of the 2023 and complex investigations that took longer. The average review time in 2023 likely will be lower than for 2024. In 2023, the BTI extended the review time of six investigations (out of 34) under the Vifo Act.

For 2025 and beyond, the general expectation is that BTI’s intervention rate will continue to increase, leading to complexity and uncertainties, and longer reviews under the Act. It will therefore be crucial for deal makers to consider the Act’s regime in the context of M&A, alongside merger control and other regimes (eg, the EU Foreign Subsidies Regulation), as a key piece of the regulatory jigsaw.

Collective Rights Organisations Get Involved in Training Data Opt-Out Trend

Over the past year, developments in AI have accelerated rapidly, with the rise of applications like ChatGPT and various generative AI tools for music creation. These technologies have gained significant attention for their growing role in society and the creative industries. While AI presents exciting opportunities, concerns have emerged about protecting human creativity and the widespread unauthorised use of copyrighted content to train AI systems without compensation.

In response to these challenges, various collective rights organisations are starting to become more involved in the ongoing trend for rightsholders to opt out of the use of their works for training AI models. See more on this debate in the firm’s contribution to the Global Practice Guide on Trade Marks and Copyright 2025.

In the Netherlands, BumaStemra is invoking its right to opt-out under Article 15o.1 of the Dutch Copyright Act (in line with Directive (EU) 2019/790). Moving forward, any organisation wishing to use BumaStemra’s catalogue for text and data mining in AI development must first obtain explicit authorisation. This policy aims to ensure that authors, composers and music publishers represented by BumaStemra receive fair compensation.

AI tools rely on large datasets, often containing copyrighted works, raising significant copyright concerns, especially when those works are used without permission for AI training. By opting out, BumaStemra seeks to protect the exclusive rights of creators, requiring that any text or data mining activities involving their works be approved in advance. This ensures that fair compensation is provided to the creators and publishers.

BumaStemra’s decision is not intended to hinder AI progress but rather to strike a fair and ethical balance. The organisation recognises the immense potential of AI as a creative resource for musicians and seeks to foster a sustainable relationship between the rights of creators and the interests of the AI industry.

This decision resonates with the trend that can be identified in the rest of Europe. For example, the German equivalent of BumaStemra, GEMA, recently sued OpenAI for fair compensation of artists whose works have used as training data.

Reporting Obligations for Platform Companies in Respect of Tax

In March 2021, the EU formally adopted Council Directive (EU) 2021/514, known as DAC7, aiming to enhance administrative co-operation on tax matters, combat tax fraud and evasion, and address emerging issues tied to the growing digital platform economy. This Directive introduced new rules that extend the EU’s tax transparency obligations to digital platforms. Specifically, it mandated platform operators to report income earned by sellers through these platforms. The regulation applies to platforms facilitating transactions related to:

• the rental of immovable property, including both residential and commercial property, as well as any other immovable property and parking spaces;
• a personal service;
• the sale of goods; and
• the rental of any mode of transport.

The Netherlands implemented DAC7 into its national legislation, enforcing the Directive as of 1 January 2023. Consequently, 2024 was the first year that platform operators were required to report before 31 January 2024, over the year 2023. Platform operators in the scope of DAC7 are subject to a registration requirement, continuous due diligence of sellers on their platform, and annual reporting of the income earned by sellers on the platform. Non-compliance with the Dutch implementation of DAC7 may lead to a penalty of up to EUR1.03 million.

Developments in Digital Services Taxes

Pillar One is part of the OECD’s framework to address the tax challenges of the digital economy. Pillar One, Amount A, aims at reallocating taxing rights to market jurisdictions where large digital multinationals generate significant revenues. Digital services taxes (DSTs), on the other hand, are unilateral measures of countries aimed at taxing specific digital activities, such as online advertising and platform intermediation, in the absence of a global agreement on Pillar One, Amount A.

The Dutch government’s position on the introduction of a DST has evolved over time. In the December 2021 coalition agreement, Dutch parliamentary parties that agreed to form a new government initially agreed to introducing a DST in the Netherlands. However, this plan was never pursued and the government’s preference for a global solution was emphasised repeatedly. The Netherlands has consistently advocated for a global agreement under Pillar One, Amount A. Despite intensive negotiations, the OECD’s extended deadline of June 2024 has not been met. The lack of progress may lead the Netherlands to reconsider its stance. In June 2024, the Dutch State Secretary for Finance indicated that if a DST should be introduced in the absence of a global solution, he prefers a uniform DST at EU level.

Increase in Transfer Pricing Disputes in the Netherlands

In recent years, the Netherlands has seen a significant rise in transfer pricing (TP) disputes. Dutch tax authorities have become more assertive in challenging the TP arrangements of multinationals, especially in the TMT sector, where intellectual property (IP) often plays a central role. Recent Dutch case law demonstrates the increased scrutiny that taxpayers face, with a particular focus on the burden of proof and the consistency of TP documentation. For companies operating in the TMT sector, where IP assets are frequently used cross-border, this trend highlights the need for robust and defensible TP policies. A lack of clear, accurate documentation and valuation can lead to costly disputes and penalties, as demonstrated by recent cases where insufficient evidence led to unfavourable rulings for taxpayers.

Impact of Global Minimum Tax on Dutch Tax Incentives

As per 1 January 2024, the Netherlands introduced a global minimum tax in line with the OECD’s Pillar Two framework and the EU Minimum Tax Directive. As a result, the Netherlands applies a top-up tax if the effective tax rate of a group of companies in a jurisdiction is below 15%. The introduction has raised concerns about the impact on tax incentives like the Dutch “innovation box” regime, which offers a reduced tax rate of 9% on profits generated with qualifying innovative activities. These incentives have been particularly important for companies in the TMT sector, which often rely on tax benefits to compensate for significant R&D investments.

In 2024, the Dutch government explored options to convert the patent box into a qualified refundable tax credit (QRTC). QRTCs reduce the effective tax rate for global minimum tax purposes less significantly and could therefore mitigate the top-up tax under a global minimum tax. However, the government concluded that the innovation box could not qualify as a QRTC. However, the Netherlands anticipates the impact on companies applying the innovation box to be limited because many Dutch companies applying the innovation box also engage in high-taxed activities, which often results in companies meeting the 15% effective tax rate threshold in the Netherlands. Companies in the TMT sector are still expected to benefit from the innovation box, as it complements their overall tax strategy, especially when mixing R&D-related profit generating activities with other activities in the Netherlands.

Delayed Implementation of the Network and Information Security (NIS2) Directive

The deadline for implementing the NIS2 Directive was 17 October 2024. The NIS2 Directive is aimed at safeguarding and improving the digital resilience of EU member states, mitigating the consequences of cyber-incidents and, in doing so, preventing social disruption. Legislation is currently pending after public consultation and is expected to come into effect no earlier than Q3 2025.