In an acquisition, the owner changes. But does the employment reality automatically change as well? Not quite. In a transfer of undertaking, employees generally transfer to the new owner. Still, that does not mean that the new owner must continue the organisation exactly as he finds it.

That creates an important tension for entrepreneurs. You buy a business, but afterwards you may want to centralise administrative processes, combine roles or organise the business more efficiently. Is that still possible once the employees have become employed by you by operation of law?

The Dutch Supreme Court provided clarity on this on 6 February 2026.

In short: restructuring after an acquisition is allowed. But the dismissal must not be prompted by the acquisition itself.

Transferred employees, but room for a new setup

The law protects employees against dismissal because of a business transfer. That protection is strong: employees should not suffer simply because the business changes hands.

However, protection against dismissal because of the transfer is not the same as protection against every change that follows. A new owner may make business decisions and assess which tasks overlap, which roles no longer fit and how the organisation can be structured more effectively.

• centralising administrative work;
• combining duplicate roles;
• automating tasks;
• redistributing management tasks;
• or organising the business more efficiently.

If such a decision means that a role genuinely ceases to exist, dismissal may be possible. However, there must be economic, technical or organisational reasons: the so-called ETO reasons.

The key question is whether the transfer is the real reason for the dismissal, or whether there is a genuine restructuring after the transfer.

What happened?

The case concerned an employee of a supermarket who, after the sale, automatically entered the employment of the new owner.

Her role did not return within the new owner’s central HR organisation.

The question was therefore whether the disappearance of her role amounted to prohibited dismissal because of the transfer, or whether it formed part of a permitted restructuring afterwards.

The Supreme Court made clear that it is not enough to say: without the transfer, this role would not have disappeared. That will often be true in restructurings following a business transfer.

What matters is whether the dismissal is intrinsically linked to the transfer itself. In other words: is the employee dismissed because the business was transferred, or because the new owner subsequently structures the business differently on sound economic or organisational grounds?

In this case, the restructuring was upheld. The employer had sufficiently substantiated the new organisation and had also examined whether redeployment was possible.

The sharp lesson for entrepreneurs

A business transfer is not a licence to select staff as if starting from scratch. Employees generally transfer with their rights and protections intact.

At the same time, a business transfer does not mean entrepreneurship comes to a halt. Anyone acquiring a business may consider how it should be organised going forward.

That is why preparation is crucial. Before the transfer, identify existing roles, overlapping tasks, processes that may be centralised and which positions will still fit within the new structure.

These are not only commercial or organisational questions. They also determine how much legal room you will have after the transfer.

The business decision first, the dismissal file second

That is the practical value of this ruling. A restructuring should not be invented afterwards to make a dismissal appear justified. The business decision must come first.

The entrepreneur must be able to explain concretely what will change in the organisation, why that change is necessary, why this particular role disappears and whether redeployment has been seriously considered.

Only then does the employment law assessment follow: is there a valid ETO reason and has the redeployment obligation been met?

Legally sharp, in summary

A new owner may restructure a business. However, if roles are to disappear after a transfer, the employer must be able to show that this is a genuine restructuring and not a dismissal because of the transfer.

The message for entrepreneurs is clear: when acquiring a business, do not only consider what you are buying, but also how you want to organise it tomorrow. Proper preparation will put you in a stronger legal position if roles later need to disappear.

Legally sharp – tips for entrepreneurs

Are you unsure whether your intended restructuring after a business transfer is legally sound? Have it assessed in good time. This helps prevent a business-economic decision from later being viewed as a prohibited dismissal route.