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PRACTICE NOTES
What is net-settling? A company can choose to settle its employee share awards on a net basis in order to reduce the number of shares that it needs to deliver in order to satisfy the awards. Both share options and share awards can potentially be net-settled in relation to any exercise price and/or any tax and National Insurance contributions (NICs). Most often, net settling occurs in relation to non-tax advantaged share options. Net-settling the exercise price of an award On a normal share option exercise, the employee option holder pays the exercise price in cash and then receives all of the shares that they are entitled to under the option. By comparison, if the option is net settled instead, the option holder receives fewer shares on exercise as the exercise price is withheld from the number of shares that would otherwise have been delivered to the option holder. As a result, the option holder receives a number of shares which are equal in value to the ‘spread’ of the option at exercise, which is the same economic benefit as if the
NEWS
The Netherlands Arbitration Institute (NAI) has implemented a revised version of its 2024 Arbitration Rules, which came into effect on 31 December 2024. This update incorporates minor editorial amendments to the previous version dated 1 March 2024.
PRACTICE NOTES
1. What is the applicable legislation? The Wet veiligheidstoets investeringen, fusies en overnames (Investments, Mergers and Acquisitions (Security Screening) Act) (Vifo Act 2023) entered into force on 1 June 2023. On the same day, two decrees relating to the Vifo Act became effective: (i) the Besluit Veiligheidstoets investeringen, fusies en overnames (Investments, Mergers and Acquisitions (Security Screening) Decree); and (ii) the Besluit Toepassingsbereik Sensitieve Technologie (Sensitive Technology Scope (Vifo Act) Decree) (Sensitive Technology Decree 2023). In addition to the Vifo Act, there are other FDI-screening regimes in place in the Netherlands for the gas, electricity and telecommunications sectors. These are laid down in the Gaswet (Gas Act 2000), the Elektriciteitswet (Electricity Act 1998), the Wet ongewenste zeggenschap telecommunicatie (Telecommunications Sector (Undesirable Control) Act 2020) and the Wet windenergie op zee (Offshore Wind Act 2015) respectively. This chapter will not elaborate on the Dutch sector-specific FDI regimes but will solely focus on the Vifo Act. 2. Which government or other body (or bodies) reviews foreign investments? The Bureau Toetsing Investeringen (BTI) (Investment Screening Bureau) enforces the Vifo Act
PRACTICE NOTES
This table summarises all completed investigations by the Netherlands's competition authority (the Autoriteit Consument en Markt—ACM) into alleged cartels, anti-competitive agreements and abuses of dominant positions (Articles 101/102 TFEU and national equivalents) since 2016. Note—only investigations that have been made public are included in this table. 2026 Investigations under Article 101 TFEU/Article 6 of the Competition Act Case name, companies under investigation and industry Issues Developments Construction• Timmerhuis• Bouwhuis Restrictive agreements—bid rigging • Infringement decision issued—02/06/2026; fines totalling €45,500 imposed Investigations under Article 102 TFEU/Article 24 of the Competition Act ACM did not issue any decisions under Article 102/Article 24 in 2026 2026 Investigations under Article 101 TFEU/Article 6 of the Competition Act Case name, companies under investigation and industry Issues Developments Construction• Timmerhuis• Bouwhuis Restrictive agreements—bid rigging • Infringement decision issued—02/06/2026; fines totalling €45,500 imposed Investigations under Article 102 TFEU/Article 24 of the Competition Act ACM did not issue any decisions under Article 102/Article 24 in 2026 2025 Investigations under Article 101 TFEU/Article 6 of the Competition Act ACM
GLOSSARY
Network + etiquette= netiquette. Customs and socially accepted behaviour for using the Internet networks.
PRACTICE NOTES
In finance transactions, the terms 'netting' and 'set-off' are sometimes used interchangeably even though they are not the same thing. The confusion comes from the fact that netting and set-off can result in the same economic outcome for the parties involved. This Practice Note explains the difference between netting and contractual set-off and how netting is commonly used in commercial finance transactions. What is set-off? To understand netting, it is first important to understand set-off and, in particular, contractual set-off. Set-off is the discharge of reciprocal monetary obligations where one monetary amount is discharged to the extent of the other monetary amount. A right of set-off allows one of the parties (Y) to apply the amount owed to it by the other party (X) against the amount owed by it to that other party (X), enabling Y to reduce or extinguish its liability to X eg: Contractual set-off arises where a right of set-off is created by contract between the parties. For more information, see Practice Notes: What is set-off and when is it available? and
GLOSSARY
This is a contractual arrangement between two parties who each owe each other a monetary debt. It means that the parties have agreed that, when they transact with each other there will at any time be just one amount owed by the party whose notional cross-claim is worth less than his counterpart.
GLOSSARY
The point of connection of a physical entity that provides network access for users.
PRACTICE NOTES
ARCHIVED–this archived case hub reflects the position at the date of the judgment of 5 March 2020; it is no longer maintained. See further, timeline Case facts Outline Appeal against the CAT’s judgment concerning a successful claim by Achilles Information Limited against Network Rail Infrastructure Limited concerning an alleged breach of Chapter I and Chapter II in relation to Netrowk Rail’s requirement that the Railway Industry Supplier Qualification Scheme (RISQS) be the mandatory supplier assurance scheme in Great Britain’s rail industry. Latest developments On 5 March 2020, the Court of Appeal handed down its judgment, dismissing Network Rail’s appeal on all grounds. Parties Achilles Information Limited (Achilles) provides supplier assurance services in a number of industries in the UK and overseas. Network Rail Infrastructure Limited (Network Rail) is an undertaking active in the market for the operation and provision of access to national rail network infrastructure in Great Britain. Background Network Rail’s Key Schemes  Network Rail operates three supplier schemes which impose terms on persons wishing to supply Network Rail or to have access to Network Rail’s managed infrastructure. These include: (i) its Principal
GLOSSARY
A server that acts as a gateway between a dial-up connection over the telephone network and an IP network. The server includes a modem for converting analogue signals to or from digital signals.
GLOSSARY
A ratio used to provide an estimated relationship between the number of points of interconnection and the volume of double tandem traffic.
GLOSSARY
Services provided by a network operator from within its network with service level advantages over customer premises equipment. Due to the network efficiencies that arise, service providers who are not network operators or owned by network operators would not ordinarily be able to compete in the provision of such services.