Speaking at the Netherlands Hong Kong Business Association on FDI, China, Hong Kong and Dutch Deal Practice

What international entrepreneurs and investors should know in 2026 about Dutch FDI screening, technology and geopolitics

On 5 February 2026, I spoke at an event of the Netherlands Hong Kong Business Association about the changing relationship between the Netherlands, Hong Kong and China at the intersection of foreign investment, technology, geopolitics and Dutch corporate law.

My contribution focused on a question that has become increasingly relevant for international entrepreneurs, investors and their advisers: how can companies continue to invest, collaborate and do business internationally through the Netherlands, while foreign investments, technology transfers and strategic partnerships are increasingly subject to legal and political scrutiny?

The event brought together entrepreneurs, investors, diplomatic representatives and professionals around the long-standing commercial relationship between the Netherlands and Hong Kong. That relationship remains important. For many international businesses, Hong Kong continues to be a commercial, financial and legal bridge to China and Asia. But the context in which that bridge is used has changed.

Where international cooperation with China and Hong Kong was previously assessed mainly through the lens of market access, distribution, financing and growth, the 2026 context also requires attention to national security, export controls, sanctions, technology policy, data access, strategic dependency and foreign investment screening.

This article discusses the core themes of my contribution and what they mean for international entrepreneurs, investors and their representatives doing business in or through the Netherlands.

This article is part of the ViottaLaw series on Dutch M&A deal practice, Vifo in Dutch tech acquisitions, Dutch BV governance for international investors and investing in and through the Netherlands.

Why this topic matters in early 2026

By early 2026, foreign investment screening is no longer a new or theoretical issue in the Netherlands. The Dutch Investment, Mergers and Acquisitions Security Screening Act, generally referred to as the Vifo Act, has become part of Dutch transaction practice.

The Dutch Investment Screening Bureau reported in its 2024 annual report that it received 69 new filings in 2024. One investment was prohibited and three investments were approved subject to conditions.

For dealmakers, this means that investment screening must be considered early in the process. Not when the SPA is almost final, but already when the transaction structure, timing, financing, governance arrangements, information access and communication with public authorities and stakeholders are being designed.

The question is no longer only whether a transaction is legally possible. The more important question is whether the transaction is governable, politically defensible, strategically acceptable and practically executable.

That is particularly relevant in sectors such as semiconductors, AI, quantum technology, cryptography, advanced materials, biotech, sensor technology, telecoms, vital infrastructure and other technologies involving strategic know-how or dependency.

China, Hong Kong and the shift from commercial to strategic deal analysis

Dutch and international entrepreneurs remain outward-looking. Cooperation with China and Hong Kong can still be commercially attractive: access to markets, capital, production, distribution, technology and strategic partners.

But the legal analysis has become broader.

A foreign investment may raise questions about control, influence, information rights and access to technology. A joint venture may become sensitive if know-how, software, data, technical documentation or production methods are shared. A distribution relationship may raise export-control or sanctions questions. A strategic partnership may affect governance, IP, cybersecurity and future exit options.

For entrepreneurs, this does not mean that international cooperation has become impossible. It means that it must be structured more carefully.

For investors, regulatory risk is now part of the economics of the deal. A long or uncertain screening process can affect exclusivity, long-stop dates, termination rights, interim covenants, financing and valuation.

For advisers, it means that corporate law, M&A, governance, export controls, sanctions, competition law and geopolitical context increasingly converge in the same transaction.

Nexperia, ASML and the Dutch technology reality

In my presentation, I discussed Nexperia and ASML. Not because those situations are identical to every Dutch transaction, but because they show how technology, ownership, export controls and geopolitics now come together in Dutch practice.

Nexperia illustrates the sensitivity around strategic chip technology, Chinese ownership structures, governance and knowledge protection. For Dutch and international companies with strategic technology, this matters because investments and shareholder rights are no longer assessed only commercially. Control, information access, production capacity, supply chains and access to technical know-how can become decisive.

ASML shows a different dimension. That case is less about acquisition control and more about export control. Dutch and US restrictions on the export of advanced lithography technology to China demonstrate that even commercial relationships without a share transfer can become subject to geopolitical pressure. ASML stated in 2024 that it expected the impact of updated export restrictions to fall within its 2025 outlook. See ASML’s press release on export restrictions.

For international entrepreneurs and investors, this is not an abstract policy discussion. It affects valuation, deal certainty, warranties, covenants, governance, exit options and the question whether a commercial strategy is legally and politically sustainable.

Vifo is not a closing formality

A central point in my contribution was that Vifo analysis should not be treated as a legal check at the end of a transaction process.

In transactions involving technology, parties should assess early whether a filing may be required, what information must be provided, how long the review may take, who is responsible for the filing and what happens if approval is refused or granted only subject to conditions.

This should be reflected in the LOI, term sheet, SPA or investment documentation.

For example: will there be a condition precedent for Vifo clearance? Who controls the filing? What cooperation covenant applies? Is there a long-stop date? Can either party terminate if clearance is delayed? Must the buyer accept remedies? What information may be shared during due diligence before it is clear whether the buyer or investor is acceptable from a screening perspective?

For entrepreneurs selling a company or raising capital, this is important. The highest bidder or most enthusiastic investor is not always the party with the strongest deal certainty. In strategic technology transactions, execution capability may be more important than headline price.

Governance and information rights are becoming more important

International transactions involving China, Hong Kong or other non-European parties are often not only about share transfers. Governance rights can also become sensitive.

A minority investment may be relevant if the investor receives veto rights, a board seat, observer rights, technical information access or influence over strategic decision-making.

In Dutch BV structures, those rights are often included in an investment agreement, shareholders’ agreement, board rules and sometimes the articles of association. In ordinary VC or M&A practice, information rights, reserved matters and board rights are common. But in sensitive technology companies, parties must look more critically at the content of those rights.

Who receives access to technical documentation? Which information is shared with shareholders? Which decisions require investor consent? Which information remains with the board? What happens if a shareholder is connected to a geopolitically sensitive party?

Governance is no longer standard-form documentation. It becomes part of deal risk management.

Europe wants to protect strategic technology and remain attractive for growth

I also discussed the broader European policy context. On 28 May 2025, the European Commission presented the EU Startup and Scaleup Strategy, designed to place startups and scaleups at the centre of Europe’s competitiveness agenda.

This strategy matters for the Netherlands because it shows that Europe is pursuing two objectives at the same time.

On the one hand, Europe wants to protect strategic technology. On the other hand, Europe wants to become more attractive for entrepreneurship, capital, talent and innovation.

That tension is exactly where international entrepreneurs and investors operate in early 2026. Europe wants to remain open to growth and capital, but more selective where strategic risk is involved.

The Netherlands can play a strong role as a legal and commercial platform for international investment. But that requires transactions to be prepared professionally and regulatory issues to be identified early.

Hong Kong remains a bridge, but not without geopolitical context

Hong Kong remains a relevant gateway to Asia for many international and Dutch businesses. It offers commercial networks, financial expertise, international contract practice and access to Chinese and Asian markets.

But Hong Kong can no longer be viewed entirely separately from broader China-related risks, sanctions sensitivity, data governance, export controls and political expectations from Europe and the United States.

That does not mean cooperation should stop. It means that entrepreneurs and investors must structure, document and plan more carefully.

In distribution arrangements, joint ventures, investments, licences, R&D collaborations or strategic partnerships, it should be clear who receives access to which technology, data, software, documentation, customers and decision-making rights.

The legal question is not only whether the contract is well drafted. The question is whether the structure can withstand regulatory review, geopolitical pressure and commercial uncertainty.

What this means for companies investing in the Netherlands

For international companies looking to invest in the Netherlands, the key message is that regulatory and governance considerations should be assessed at the beginning of the investment process, not after commercial terms have already been agreed.

The Netherlands remains one of Europe’s most attractive jurisdictions for investment, acquisitions, joint ventures and technology partnerships. It offers a stable legal system, a sophisticated business environment and access to the wider European market. However, investments involving strategic technology, critical infrastructure or sensitive know-how increasingly require additional planning.

Companies considering an acquisition of a Dutch business should assess early whether the target operates in sectors that may trigger foreign investment screening under the Vifo Act. This is particularly relevant in areas such as semiconductors, AI, quantum technology, cybersecurity, telecoms and other strategic technologies.

Investors should also carefully consider the governance rights they seek to obtain. Board representation, veto rights, information rights and access to technical know-how may be commercially important, but they can also influence the regulatory assessment of a transaction.

Where the investment involves a joint venture or strategic partnership, companies should clearly define ownership of intellectual property, access to technology, information-sharing arrangements and decision-making processes. These issues are increasingly relevant not only from a contractual perspective but also from a regulatory and geopolitical perspective.

The practical consequence is that companies investing in the Netherlands should integrate legal, regulatory and commercial planning from the outset. Early assessment of approval requirements, transaction structure and governance arrangements can significantly improve deal certainty and reduce execution risk.

Practical lessons from my contribution

The main lesson from my presentation was that international dealmaking with China and Hong Kong in 2026 requires more front-end preparation.

In transactions with a technology component, parties should assess early whether the Vifo Act, export controls or other screening regimes may apply. In joint ventures and minority investments, governance rights, information positions, veto rights, access to IP and exit mechanics must be analysed carefully. In strategic collaborations, it should be clear who receives access to data, software, production processes, technical documentation and customers.

The second lesson is that legal preparation does not block transactions. Good preparation makes deals executable. It prevents parties from discovering approval risk, information restrictions or governance problems late in the process.

The third lesson is that the Netherlands can remain attractive as an international investment and transaction platform, provided entrepreneurs and investors take the new reality seriously.

Conclusion

My contribution to the Netherlands Hong Kong Business Association event was ultimately about balance.

The Netherlands has a strong interest in international trade, foreign investment and cooperation with Asian markets. Hong Kong remains a relevant bridge. At the same time, the current geopolitical environment requires greater protection of strategic technology, vital infrastructure and sensitive know-how.

For international entrepreneurs, investors and their representatives, this means that transactions involving the Netherlands require more legal preparation than a few years ago. Not to block cooperation with China or Hong Kong, but to make deals executable, defensible and future-proof.

Those who want to invest, grow or collaborate internationally in 2026 should look beyond commercial opportunity. Legal structure, governance, information access and regulatory execution increasingly determine whether a transaction can actually succeed.

About Dirk de Waard

Dirk de Waard is a Dutch corporate and M&A lawyer and partner at Venture Lawyers in Amsterdam. He advises entrepreneurs, investors, buyers, sellers and management teams on Dutch M&A, venture capital, private equity, governance, shareholder arrangements and cross-border transactions where Dutch legal implementation plays a central role.

Are you involved in an investment, collaboration or transaction with an international component?

In transactions involving foreign investors, technology companies or strategic partners, FDI screening, governance, export controls, information access and deal certainty can become decisive at an early stage.

Dirk de Waard advises entrepreneurs, investors and their representatives on Dutch M&A, governance and international transactions. Contact Dirk at dirk.dewaard@viottalaw.com to discuss the Dutch legal implementation points of your proposed transaction, investment or collaboration.