Background
In a rare and exceptional case, the Dutch government has used old legislation, originally intended to deal with national emergencies and threats, to intervene in the affairs of a private Dutch semiconductor company under Chinese ownership. On 30 September 2025, the Dutch Minister of Economic Affairs invoked the Goods Availability Act (Wet beschikbaarheid goederen) to mitigate perceived risks to national security in relation to semiconductor manufacturer Nexperia. The ministerial order was driven by serious concerns over governance shortcomings at Nexperia and the risk that critical technology and production capacity could become unavailable in the Netherlands and Europe in the context of an emergency. According to the Minister, these shortcomings included the improper transfer of production capacity, financial resources, and intellectual property to a foreign entity linked to the CEO, creating an acute risk of knowledge leakage and strategic dependency.
Legal basis: the Goods Availability Act (1952)
The Goods Availability Act dates back to at least 1952 and is designed for extraordinary circumstances such as war or imminent threats to national security. It allows ministers, with the consent of the Minister of Economic Affairs, to issue binding orders to ensure that essential goods remain available. These orders may prohibit or require changes to assets, restrict the use or transfer of goods or even require temporary surrender for inspection.
In Nexperia’s case, the order prohibits the company from relocating parts of its operations, dismissing executives, and taking other significant decisions without prior governmental approval for a period of up to one year. The order should, according to the Minister, not affect day-to-day operations but allows the Minister to block decisions that could harm production capacity, its knowledge position, or its business continuity. The measure is intended to ensure that Nexperia’s products remain available in the Netherlands and Europe.
The Minister’s order was followed by a separate and formally unrelated emergency proceeding before the Dutch Enterprise Chamber (a specialist expert court). The court established well-founded reasons to doubt the policy and conduct of the CEO of Nexperia. The two main grounds cited are conflicted transactions and the failure to implement governance commitments. The court suspended the CEO, appointed an independent director with a decisive vote, and placed almost all shares under custodial management.
Geopolitical context
Although the Dutch government emphasized that this was an autonomously taken decision, the broader geopolitical context cannot be ignored. On 2 December 2024, Nexperia’s parent company, Wingtech, was added to the Entity List, administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”). On 30 September 2024, BIS published an interim final rule extending Entity List restrictions to unlisted entities, such as Nexperia, that are owned 50% or more by one or more parties listed on the Entity List. See our blog post here. recent. On the same day, the Dutch government invoked the Goods Availability Act. Shortly after the Dutch intervention, China imposed a company-specific export control measure on all of Nexperia’s sites in China.
Next steps
Judicial review of the ministerial order is possible but does not suspend the order or other measures imposed, such as those by the Dutch Enterprise Chamber. It is currently unclear what other impact the order may have on Nexperia, but it appears unlikely that the tight controls now in place will be lifted soon unless Nexperia and its owner(s) can sufficiently dispel the concerns of the Dutch government. Meanwhile, it is understood that discussions at the political level remain ongoing.
Broader implications for business The Nexperia case illustrates that state intervention in strategic sectors is a very real possibility and no longer a hypothetical risk. Legal regimes such as FDI, export controls, retaliatory restrictions and emergency powers can converge quickly, which can all lead to significant and direct implications for businesses, their governance and supply chains. It remains to be seen how it may affect customers. Companies operating in strategic sectors are warned and best advised to proactively map out how their operations may in comparable circumstances be affected by similar far-reaching scrutiny.
