# Media and advertising: decisions taken at group level
A decision inside a media or advertising group crosses from a management matter into a shareholder matter when it changes the identity or character of the operating company, most often because the asset being moved, licensed or encumbered is the brand, the content library or the media-buying relationship the company trades on. This note is for group counsel and CFOs inside media and advertising holding structures in the Netherlands who need to know whether a resolution requires general meeting approval before it is signed.
Why this arises specifically in media and advertising groups
Media and advertising groups typically separate ownership from operation. A holding company owns the trademarks, the content library, the media-buying platform or the client roster, and licenses these down to the operating companies that trade with clients and generate revenue. In sectors built on tangible assets or receivables, a group reshuffle rarely touches what the operating company sells. Here it usually does, because the licensed intangible is often the company's only substantial asset, so a decision taken several layers above daily trading can still determine whether that company has a business left to run.
How the approval runs
The management board of the affected company proposes the transaction: a licence assignment, a transfer of the content library, a change of control over the media-buying entity, or a restructuring of the group's advertising sales arrangements. Where the transaction changes the identity or character of the company's business, general meeting approval is required under Dutch law before the board may execute it. A supervisory board, where one exists, is consulted under the company's own articles, not as a substitute for shareholder approval.
The test looks at what the company actually does and holds after the transaction, not how it is labelled internally. This falls within corporate law and governance, not routine contract administration. Where the transaction also amounts to a change of control over an undertaking on a market the Authority for Consumers and Markets supervises, a separate notification may be required before completion, independently of the internal approval.
What is specific to media and advertising
The pattern here starts with what the group actually owns. A chemicals group holds plant and inventory, tested through post-closing obligations in a chemicals transaction centred on tangible assets. A payments group holds licences and client funds, where the equivalent test for payment institutions and fintechs turns on licensed activities rather than intangible assets. A media or advertising group instead holds a brand, a content library, an audience dataset and contracts with creators or influencers who can carry their own change-of-control clauses.
Three situations arise here that would not arise with distributed, tangible assets. Moving a content library or trademark portfolio into a new holding entity for group-efficiency reasons can still change the identity of the operating company's business, because that library is often its principal asset. A change of control over an ad-tech or media-buying platform can trigger an ACM concentration notification even where no cash moves between the operating companies, because what is tested is control over the undertaking, not the size of an internal transfer. Talent and influencer agreements are personal-service contracts that often carry their own assignment clauses, so a restructuring invisible to outsiders in most sectors can still require individual consents here, contract by contract.
What to check before the resolution is passed
Before the board signs, check five things. Whether the asset being moved, licensed or encumbered is the operating company's principal asset or one of several. Whether the company's articles impose a supervisory board step in addition to general meeting approval. Whether the transaction meets the concentration thresholds that trigger an ACM notification. Whether any content, platform or software element is licensed in from a third party under terms restricting onward transfer. Whether talent or influencer contracts carry change-of-control clauses requiring individual consent. If approval is skipped, an affected shareholder can ask a Dutch court to set the resolution aside.
Decision types and who decides
| Decision type | Decides at | What is tested | Sector-specific trigger |
|---|---|---|---|
| Transfer or licence of core IP (brand, content library) | Management board proposes; general meeting approves | Whether it changes the identity or character of the business | The IP is the operating company's principal asset, not one among many |
| Change of control over an ad-tech or media-buying platform | Board resolution; possible ACM notification | Concentration thresholds under the applicable Dutch rules | Market share and audience data concentrated in few platforms |
| Group restructuring of talent or influencer contracts | Management board; individual counterparty consent | Change-of-control and assignment clauses in each contract | High volume of personal-service contracts tied to named individuals |
| Assignment of data processing arrangements for targeted advertising | Management board; review of processing agreement | Whether the assignment changes purpose or scope of processing | Sector's dependence on audience data as a group asset |
What this does not cover
- The employment-law treatment of talent or influencer engagements as workers rather than contractors.
- The substantive test for misleading or unfair advertising under consumer protection rules.
- The cross-border tax treatment of intra-group IP licensing.
- Data protection compliance beyond the point at which it triggers the approval question addressed here.
- Sector-specific broadcasting or media licences issued outside company law.
Questions
Does licensing a brand within a group always require general meeting approval?
No. Approval is required only where the licence changes the identity or character of the operating company's business, typically because the brand or content library is that company's principal asset rather than one of several.
When does a media or advertising group decision need to be notified to the ACM?
Where the decision amounts to a change of control over an undertaking active on a market the ACM supervises and the transaction meets the concentration thresholds set under the applicable Dutch rules, notification is required before completion, separately from any internal shareholder approval.
What happens if the general meeting approval is skipped?
The resolution remains exposed: an affected shareholder can ask a Dutch court to set it aside, and a counterparty who later discovers the defect can use it to unwind or renegotiate the transaction.
Eva Kuipers advises on governance and Enterprise Chamber matters and works on group-decision questions of this kind across sectors, including media and advertising structures with layered IP and licensing arrangements.
This note sits within the firm's corporate advisory practice for group decisions in the Netherlands. For a Singapore-linked media group, the ownership layers are usually mapped first through an ownership chain report for a Singapore-linked structure before the approval question is addressed. Where the same group also carries exposure through its directors, see objections to a director's notification of inability to pay. Where the question is whether a given transaction requires approval at all, a structure report sets out the group's actual ownership and licensing chain as the starting point.
Last legal review: 2026-09-28