Opinion | 'Trapped between geopolitical reality and the desire for capital'

As published in Het Financieele Dagblad

State Secretary Derk Boswijk made a plea for a 'golden share' in defense companies, and that is keeping minds busy. In The Debate, two lawyers who see no merit in it, and two academics who do see a role for the Dutch state, respond.

Our geopolitical reality demands a proactive government that protects public interests

Elisabetta Manunza is Professor of International and European Procurement Law and Nathan Meershoek is Assistant Professor of European Law and Procurement Law, both at Utrecht University.

Choosing the state as a participant in defense companies – for example via a 'golden share' – is a break with trust in the free market model and economic interdependence as stabilizing forces.

That interdependence brought prosperity, but also strategic vulnerability. Whoever controls crucial technologies, raw materials, and production chains can use them as a geopolitical weapon. We see this with Russian gas, the American tech industry, and Chinese critical metals.

The Nexperia and Solvinity cases also show how the free market model clashes with security reality: to maintain control over crucial technology, the government used a legal emergency brake in these cases – a brake that exposes the lack of a forward-looking, broad security strategy.

Short versus long term
Policy for the defense industry is not so much about economic aspects such as efficiency and competition, but about security of supply, freedom of action, and strategic control. What is economically inefficient in the short term may be necessary in terms of security in the long term. Critical dependencies in strategic sectors do not arise spontaneously; they build up. That is precisely why the Netherlands must actively shape those chains.

The geopolitical challenges demand a shift from reactive intervention to proactive readiness. Safety does not begin with incidents. Especially in areas where the Netherlands is strong – high-tech systems, semiconductors, sensor technology, and maritime technology – early cooperation between Defense, knowledge institutions, universities, start-ups, and industry can be improved. Institutions such as TNO, maritime research institute Marin, and the Royal Netherlands Aerospace Centre are the links between knowledge and application in this process.

State participations can play a role in this, provided they are part of a broader vision on the defense industry, national security, and European cooperation.

No plea for protectionism
In this context, strategic autonomy is not a plea for protectionism. No European country can tackle today's geopolitical challenges alone. But national government investments in strategic ecosystems actually strengthen European strategic autonomy – provided they are targeted at areas where Dutch industry can be of added value in Europe.

Such a strategy requires better access to public procurement contracts. European rules on procurement and state aid offer scope and exemptions for this, but require embedding in Dutch security and industrial policy, which is still insufficiently developed.

‘The Dutch approach is often too reticent, while the law is dynamic and offers scope’

In practice, the legal approach in the Netherlands is often hesitant, while the law is dynamic and offers scope for contextual considerations of national security, security of supply, and technological autonomy. If we want to realize our need for technological innovation, this cannot be done without some form of legal innovation within government, so that the space within the procurement framework is better utilized.

A golden share in innovative defense companies is one instrument with which the government can protect public interests when markets alone cannot. Whether this is of added value depends on whether it is part of a broader strategy, aimed at technological ecosystems, industrial resilience, and cooperation.

In doing so, we must let go of the free market model as the ultimate goal of regulation. The free market is nothing more than an instrument for promoting peace, security, well-being, democracy, and the rule of law.

The geopolitical reality demands a more active government. Only then can it break the vicious cycle of strategic vulnerability and build a system in which technological development and security needs run parallel.

　
Foreign investors do not just get access to sensitive data or crucial technologies

Rutger Marres and Jaap van den Broek are both lawyers at De Zaak van Advocaten.

State Secretary of Defense Derk Boswijk advocates a 'golden share' for the state in promising defense and security companies (FD, June 3). This way, the state retains control over strategic decisions and prevents companies and knowledge from falling into foreign hands.

The State Secretary's concerns are justified, but his medicine is worse than the disease. A priority share in the hands of the government deters investors from investing in these types of companies, meaning they cannot reach their full potential and grow into the mature enterprises that Boswijk so ardently desires.

Whether we like it or not: the harsh reality is that this type of manufacturing company is highly dependent on (venture) capital. This is increasingly coming from foreign investors – about 70% in 2025.

Existing guardrails
Where the reasoning of the State Secretary and other advocates of a 'golden share' falls short is that the presence of a foreign investor in itself poses a risk to national security. When foreign parties invest in Dutch companies, they generally do not acquire controlling votes or intellectual property rights. That problem only arises upon a sale of the company, as was the case with Solvinity.

The idea of wanting to anticipate such a scenario with promising companies is understandable. But that undermines the guardrails that already exist. In recent years, the state has already set up many laws to enable screening of foreign parties wishing to invest in the Dutch market, of which the Security Screening of Investments, Mergers and Acquisitions Act (Wet Vifo) is the primary one. Recently, the competent authority – the Bureau for Investment Screening – advised against the acquisition of Solvinity by an American party, and in 2025 the state negotiated a priority share with IT company Fox Crypto, which was acquired by the Swedish CR Group.

Thus, there are countless possibilities for state intervention in sensitive business sectors. A priority share in an early stage is therefore premature and has a suffocating effect.

A role as a customer
The most effective role the government can play with a growing company is also the most obvious: as a customer. Proven revenue is the strongest signal a start-up can send to investors. Moreover, as a customer, the state can indeed impose conditions: on responsible product development, on which other parties may be supplied, and by simply terminating upon a change in control of the company.

In addition, the state can of course invest as an 'ordinary' shareholder, as is already happening through public investors like Invest-NL and regional development agencies.

‘Defense companies also have a duty themselves to think about how they structure their governance’

Where the government sets frameworks through legislation to safeguard national security, defense and security companies have a social duty to critically think about how they structure their governance and oversight themselves. Due to the nature of the sector in which they operate, it is necessary for them to maintain a balance between responsible product development on one hand, and growth and returns on the other.

Through its own independent body with specific approval rights, the company ensures that commercial interests are carefully weighed against ethical standards and broader interests.

With good (technical) universities and an ecosystem of defense, dual-use, and deep-tech start-ups that is professionalizing very rapidly, the Netherlands has an excellent starting position, provided we keep these companies accessible to foreign capital. A 'golden share' puts an unnecessary brake on this.

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