Recently, the Ministry of Finance published Clarification No. DGB 2012-3214 of 5 May 2012 concerning the valuation of stock-options issued with a lock-up clause. (a) Background. The Clarification was brought about by a decision of the Court of Appeal Amsterdam of 29 March 2012. In that case, restricted stock was granted by a Dutch listed company to its board members with a trading lock-up of 2 years. Based on that clause the Dutch company valued the shares at 77.5% of the fair market stock price, whereas the tax inspector only accepted a discount of 5%. The Amsterdam Court of Appeal...