​

I. The Dutch Case: Nexperia and the Two-Key Model of Institutional Control

In late 2025, the Dutch government initiated an exceptional intervention concerning Nexperia NV, a semiconductor producer headquartered in Nijmegen and wholly owned by China’s Wingtech Technology. On 30 September 2025, the Minister of Economic Affairs invoked the Availability of Goods Act (1952) — a post-war statute designed to safeguard the availability of essential goods under emergency or strategic circumstances. The Act’s ratio legis is clear, concrete, and economic: to ensure the continuity of production and supply of goods deemed vital to national and public interests.

Acting under this framework, the Minister issued an order granting the state authority to block or reverse corporate decisions that could jeopardize the uninterrupted production or accessibility of such goods. The order covered Nexperia’s potential changes to its assets, intellectual property, operations, or personnel. While day-to-day manufacturing was allowed to continue, strategic decision-making was placed under ministerial oversight.

​

On 1 October 2025, Nexperia’s Chief Legal Officer Ruben Lichtenberg, CFO Stefan Tilger, and COO Achim Kempe filed an urgent petition before the Enterprise Chamber of the Amsterdam Court of Appeal — a specialized corporate chamber handling matters of internal company governance. The petition sought an enquête (management investigation) under Book 2, Articles 344–355 of the Dutch Civil Code, citing “serious governance shortcomings.” Within six days, on 7 October 2025, the Chamber found “valid reasons to doubt sound management,” suspended the CEO, transferred nearly all voting rights to an independent custodian, and appointed an independent manager with decisive authority.

The process produced a two-key mechanism: (1) the administrative key, through the Minister’s order under the Availability of Goods Act, and (2) the judicial key, through the Enterprise Chamber’s intervention under the enquêteprocedure. Together, these actions temporarily shifted effective control of the company away from its shareholders while maintaining corporate continuity. The Dutch authorities thus applied pre-existing legislation in a coordinated, legally bounded way to secure the integrity of a strategically important enterprise — a demonstration of institutional precision rather than political escalation.

​

II. Not Without Precedent: The Turkish Capital Markets Experience

The Dutch experience is not without precedent in comparative regulatory design. Turkey’s Capital Markets Law (CML) offers a functional analogue, though framed around general principles of corporate governance rather than sectoral supply security.

Under the abolished CML No. 2499, Article 22/I-z (added by Decree-Law 654 of 2011) authorized the Capital Markets Board (CMB) to determine and enforce corporate-governance principles for publicly held companies. In cases of non-compliance, the CMB could seek injunctions or bring actions before the courts to compel adherence. The provision’s ratio legis — strengthening the investment environment and investor confidence — was intentionally broad and normative rather than tied to a specific economic sector.

​

The framework was carried forward into CML No. 6362 (2012), Article 17/2, which provides that the CMB may “take measures or apply to the court” to annul unlawful acts or ensure compliance. The Board is not empowered to appoint directors or exercise management authority directly; enforcement proceeds through judicial means. Turkish courts, acting upon CMB applications, may suspend voting rights, invalidate resolutions, or order corrective actions. The Board thus functions as initiator, the courts as executor.

​

Unlike the Dutch Availability of Goods Act, which rests on a clearly defined statutory purpose — the continuous availability of goods vital to the state, the Turkish corporate-governance framework pursues a broader normative goal — ensuring sound management and investor protection. Both, however, must be understood within their own legislative and economic climates: one born of strategic-supply concerns, the other of market modernization and convergence with OECD standards.

​

III. Reflections and Caution

The comparison between these two regimes is instructive. Each uses judicial enforcement as a regulatory instrument, enabling public authorities to influence corporate behavior without formally displacing private governance structures. Both thereby achieve a form of public-interest control through judicial proxies.

That said, this should not be mistaken for symmetry in legitimacy or confidence. An independent observer would likely recognize that, although both jurisdictions employ judicial mechanisms to pursue public-interest objectives, the observer’s confidence in how these mechanisms will be exercised in practice may not be identical. The form of intervention may appear similar, but the degree of trust it commands — and consequently, the perceived legitimacy of the outcome — remains context dependent.

Acknowledgment: This note was prepared with the assistance of ChatGPT‑5 (OpenAI).

​