Last September, the Dutch Minister of Economic Affairs invoked the Goods Availability Act 1952 (GAA) to regain control of Chinese-owned chipmaker Nexperia, marking a historic intervention aimed at safeguarding Europe’s access to semiconductors used in automotive and consumer electronics.
For investors and stakeholders, this case adds to the compliance landscape that intertwines with national security, foreign direct investment (FDI) screenings and global trade tensions.
Background
Nexperia is a Dutch subsidiary of Wingtech Technology, a Chinese firm partially state-owned and listed on the Shanghai Stock Exchange specialised in high-volume production of semiconductors critical to European industries.
In November 2022, the UK Government ordered Nexperia to divest its 86% stake in Newport Wafer Fab, one of the UK’s largest semiconductor plants, under the National Security and Investment Act 2021. The decision was based on concerns over technology and know-how transfers.
In 2023, the Dutch Government initiated a retroactive review of Nexperia’s acquisition of Nowi, a Dutch start-up, under the Vifo Act. However, the Dutch Bureau for Investment Screening concluded that Nowi’s products did not qualify as military or dual-use goods, and no further action was taken.
In December 2024, the US Department of Commerce added Wingtech to its Entity List, citing national security concerns.
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Latest intervention
Described as “highly exceptional”, the Dutch government’s decision to invoke the never-used-before GAA allowed the Minister of Economic Affairs to block or reverse company decisions on the basis that these that may harm the company’s interests or the continuity of critical supply chains.
The Dutch government was reported to have growing concerns that Nexperia was:
- transferring sensitive technological knowledge and capabilities to its Chinese parent company, Wingtech;
- making governance and personnel changes that could undermine its independence and strategic value to Europe; and
- failing to comply with commitments made to the Dutch state regarding its operations and governance.
On 30 September 2025, the Dutch Minister of Economic Affairs invoked the GAA on the basis of “serious governance shortcomings” and has temporarily placed Nexperia, headquartered in Nijmegen, under state oversight. This order is valid for up to one year and enables the Dutch government to block or reverse company decisions that could harm Nexperia’s future as a Dutch and European enterprise or threaten the availability of critical goods in an emergency. This order does not interfere with the company’s regular production processes or day-to-day operations.
Civil case
In parallel to the GAA being invoked, the Enterprise Chamber of the Amsterdam Court of Appeal also removed Nexperia CEO and Wingtech founder Zhang Xuezheng from control.
The Dutch Enterprise Chamber cited (i) doubts over the correct policy and course of affairs resulting from the failure of the company to comply with commitments made to the Dutch State, (ii) a conflict of interest between a director and his ability to be guided solely by the interest of the company and (iii) the lack of diligence with which the company has implemented the governance changes coordinated with the Dutch Government.
Immediate response
The Dutch intervention has drawn sharp criticism. Wingtech has labelled the move “excessive interference driven by geopolitical bias". China’s Ministry of Commerce has since imposed export controls on Nexperia China and its subcontractors, restricting the export of certain components and sub-assemblies to, for example, Europe.
The Dutch decision is alleged to have been the result of pressure from US Government officials to exempt the company from US export controls; therefore imposing that the company be designated as Dutch, rather than under Chinese control.
Dutch Minister of Economic Affairs Vincent Karremans has since denied that US pressure played any role, stating that the intervention was based on mismanagement by Nexperia’s CEO rather than any geopolitical influence. Nexperia has in turn stated that this situation has arisen from the unauthorised actions of the former CEO, and that its Chinese operations will continue to operate independently of its Dutch headquarters.
The Dutch government remains in discussions with Chinese authorities with a view to preventing further tensions and disruptions to supply chains.
Key takeaways
The case emphasises the growing tension between national security and global trade – and the impact of the retroactive powers that governments can wield for the sake of national security.
Governments are increasingly using emergency powers, FDI screening, and merger control to protect strategic industries. Investors and stakeholders in sensitive sectors should carefully assess exposure to regulatory interventions, export controls, and sanctions regimes. This means exercising greater care in due diligence and considering the need for voluntary applications, disclosures or discourse with the relevant state entity.
If you would like to discuss the implications of this case for your organisation, please get in touch.
This article was co-authored by Charles Kornberg, Trainee Solicitor.
