newsletter CZECH REPUBLIC Issue: October 2018 mandantenbrief Information of Law, Taxes and Economics in Czech Republic www.roedl.com/cz
newsletter CZECH REPUBLIC Issue: October 2018 mandantenbrief Content: Law new Developments in the Prevention of Corporate Criminal Liability taxes Loans to employees, should you do it? Legislation Taxes briefly Judicial decisions economics accruals and its reporting from 2018 onwards, FX rates 2
Law New Developments in the Prevention of Corporate Criminal Liability Pavel Koukal Rödl & Partner Prague introduction The concept of corporate criminal liability was introduced in the Czech Republic on 1 January 2012, and was updated substantially four years later. Under the ever-increasing pressure of seemingly never-ending host of statutory compliance requirements, the issue of the actual prevention of corporate criminal liability sometimes tends to be neglected. In the broad view of the key compliance priorities of the year 2018, such as the implementation of the General Data Protection Regulation and the introduction of the register of beneficial owners, this approach may appear logical. On the other hand, it would be an error to conclude that the business risks associated with the corporate criminal liability have decreased or even to act as if such risks have evaporated completely. The second revised edition of the guidelines on corporate criminal liability exemption published by the Supreme Public Prosecutor s Office acts as a reminder of the continued gravity of this legal matter. On Exemption from Criminal Corporate Liability As mentioned previously in our newsletter, effective from 1 December 2016, the law has introduced major changes to the criminal liability of corporate entities, business corporations including. The most substantial and indeed landmark modification of Act No. 418/2011 Sb., On Criminal Liability of Legal Entities and the Associate Process, is the introduction of the possibility to obtain a release (exemption) from corporate criminal liability under Section 8(5) of the Corporate Criminal Liability Act. Under that clause, a corporate entity is released from its criminal liability insofar it has exerted all reasonable efforts such as justifiably required to prevent the commission of the unlawful conduct by its employees, members of its governing or controlling bodies or its controlling entities. This broad and fairly vaguely phrased statutory provision opened a way to a host of different interpretations and much criticism, and for a good reason too. At the same time, it also helped raise awareness of the significance of proper corporate compliance programmes and ultimately lead to the publication of the interpretation guidelines by the Supreme Public Prosecutor s Office. Amended Interpretation Guidelines In August earlier this year, the Supreme Public Prosecutor s Office published a second amended issue of the guidelines titled Application of Section 8(5) of the Corporate Criminal Liability Act. While the guidelines are primarily intended for public prosecutors, they are equally important for the corporate criminal liability prevention programmes implemented as part of the internal corporate compliance systems. The guidelines outline a fairly comprehensive and comprehensible interpretation framework to aid in the application of Section 8(5) pertaining to a potential release of corporations from their criminal liability. They may also be applied as a sort of manual for the proper set-up and practical implementation of prevention programmes in their corporate compliance systems. The interpretative guidelines published by the Supreme Public Prosecutor s Office could thus become both the reason and the basis for the introduction or further development of existing corporate compliance systems in small and medium-sized enterprises, because the adverse consequences of criminal prosecution and potential criminal sanctions represent a fundamental business risk for such companies. The task of implementing the guidelines is a responsibility of authorized officers, e.g. managing directors, members of the Board of Directors and so forth, who are liable for the due corporate governance, including the effective prevention of business risks. What Needs to Change in Corporate Compliance The most fundamental takeaway point of the new guidelines is that the time of vaguely phrased compliance programmes, codes of conducts, codes of 3
ethics and other similar documents that are formally correct but lacking in substance, has just ended. The guidelines expressly and unambiguously stipulate that from now on, in dealing with cases involving corporate criminal liability, the investigative, prosecuting and adjudicating bodies will treat as effective, and thus as capable of releasing the corporation from its criminal liability, only those compliance management systems that address the specifics of a variety of relevant situations, that distribute the powers and responsibilities and supervisory functions responsibly, and that are implemented by the corporation on a continuous basis. Documents that satisfy the formal requirements but are not accompanied by appropriate specific measures in the applicable subject areas, will be regarded as irrelevant for the purposes of corporate criminal liability prosecution. For better or worse, the new guidelines present a detailed overview of specific conditions under which corporations may be released from their criminal liability, and illustrate the potential issues by practical examples. The Supreme Public Prosecutor s Office also refers to international standards that regulate these practice areas, particularly ISO 19600: 2014 (Compliance Management Systems Guideline) and ISO 37001:2016 (Anti-bribery Management Systems) to assist users and other stakeholders in evaluating and setting up their compliance policies. Naturally, the recent update to the corporate criminal liability guidelines by the Supreme Public Prosecutor s Office is not just a matter of theoretical interest. The conclusions and recommendations from the guidelines now need to be duly incorporated in all existing or introduced in new internal corporate compliance systems. Without the proper implementation of the new requirements, corporate criminal liability prevention programmes will no longer be regarded adequate and effective. Contact details for further information JUDr. Pavel Koukal advokát Associate Partner T +420 236 163 720 E pavel.koukal@roedl.com Taxes Loans to employees, should you do it? Milan Mareš Rödl & Partner Brno One employee benefit that is becoming more and more popular is employee loans. An employer can provide an employee with an interest-free loan, or a loan at a lower interest rate than the interest rate that the employee would be able to obtain from a lending institution. Or the loan may be provided at an arm s length interest rate. In this article we will examine the tax and accounting implications of all of the foregoing alternatives, both from the point of view of the employer and from the point of view of the employee. For the sake of completeness, we should first explain what is meant by an arm s length interest rate. An arm s length interest rate is understood to mean an interest rate that is customarily used, at the time when the relevant loan is concluded, by financial institutions when providing similar forms of credit to the public. The arm s length interest rate need not remain the same for the entire period of repayment of the loan, and an employer that remits personal income tax in respect of the relevant employment income on the employee s behalf has an obligation to take changes in the arm s length interest rate into account (i.e. needs to react to changes in prevailing interest rates). When determining the arm s length interest rate, the party that remits income tax on the relevant employment income (i.e. the employer) needs to take into account all circumstances under which similar loans are provided by financial institutions and to use for comparison purposes the type of loan that comes closest to the terms and conditions under which the employer provided the loan to the party earning employment income (i.e. the employee). The interest rate calculated in this manner will then be 4
applied to outstanding principal balances on the loan. Interest-free employee loans tax regime on the employer s side If an employer provides an interest-free loan to their employee, on the employer s side this is treated as a receivable from the employee and the cost involved does not affect the employer s income from an accounting point of view. Everything is accounted for in the balance sheet. Tax regime on the employee s side Loans up to CZK 300,000 Section 6(9)(v) of Act No. 586/1992 Sb., On Income Taxes (the Act on Income Taxes) stipulates that income flowing from the same employer as a material benefit to the employee in the form of an interest-free loan up to an aggregate principal amount of CZK 300,000 in the case of such loans is deemed to be an employee loan and is exempted from income tax, is not supposed to be included in the base for assessment of income tax on employment income or in the base used for the purpose of calculating social security contributions and health insurance premiums. Loans over the amount of CZK 300,000 The material benefit from interest-free loans where the aggregate principal amount exceeds CZK 300,000, as such benefit is calculated in respect of individual calendar months, is to be valued in accordance with Section 6(3) of the Act on Income Taxes (on the basis of an arm s length interest rate) and is to be included in the base for income tax on employment income, at least once in a tax period, and no later than when the wages in respect of December are accounted for, and is also to be included in the base for assessment of social security contributions and health insurance premiums. Interest-bearing loans In the case of interest-bearing loans, the decisive factor is whether the interest rate agreed between the employer and the employee is an arm s length interest rate or a lower interest rate. Depending on the answer to this question, the following then applies: Arm s length interest rate Tax regime on the employer s side On the employer s side this is treated as a receivable from the employee and the cost involved does not affect the employer s income from an accounting point of view. Everything is accounted for in the balance sheet. The only effect is that a taxable income arises for the employer from the interest payments received. Tax regime on the employee s side Because the interest rate is an arm s length interest rate, no monetary income arises for the employee. There is no need to add anything to the base for tax on employment income or the assessment base for social security contributions and health insurance premiums. if the interest rate is lower than an arm s length rate Tax regime on the employer s side On the employer s side this is treated as a receivable from the employee and the cost involved does not affect the employer s income from an accounting point of view. Everything is accounted for in the balance sheet. The only effect is that a taxable income arises for the employer from the interest payments received. Tax regime on the employee s side On the employee s side, a nonmonetary income arises. This income is to be quantified as the difference between the stipulated interest rate on the employee loan and an arm s length interest rate. Such difference is to be calculated for individual calendar months and valued in accordance with Section 6(3) of the Act on Income Taxes (on the basis of an arm s length interest rate). It is to be included in the base for income tax on employment income, at least once in a tax period, and no later than when the wages in respect of December are accounted for, and is also to be included in the base for assessment of social security contributions and health insurance premiums. Calculation Taxable income = employee loan (arm s length interest rate lower interest rate provided to employee) : 365 number of days in respect of which the interest rate is being calculated. Non-repayable loans An employer can also provide their employee with a non-repayable loan as social assistance. Pursuant to Section 6(9)(o) of the Act on Income Taxes, such income is exempted from personal income tax up to the amount of CZK 500,000, when provided by an employer as social assistance to an employee in order to help the employee overcome extraordinarily difficult circumstances in consequence of 5
a natural disaster, environmental or industrial accident in an area where a state of emergency was declared, provided such income is paid out from the Fund for Social and Cultural Needs, or from the Social Fund under similar conditions in the case of employers to which regulations on Funds for Social and Cultural Needs do not apply, or if such income is paid from after-tax profits or after-tax income, or if it is charged to expenses (costs) that are not considered to be expenses (costs) incurred for achieving, securing and maintaining revenues. Non-repayable loans that an employer provides for purposes other than those listed in the Act on Income Taxes represent a taxable income for the relevant employee and the employee is obligated to pay income tax on such employment income as well as social security contributions and health care premiums. The above-presented text is merely an outline of the issues relating to employee loans and a summarization of some of the relevant provisions of the Act on Income Taxes. An employer wishing to provide such a benefit to their employee would need to analyze the specific case involved. Should you be interested in a specific application of the issues concerned, we would be pleased to assist you. Contact details for further information Ing. Milan Mareš daňový poradce Associate Partner T +420 530 300 500 E milan.mares@roedl.com Taxes Legislation Martina Šotníková Rödl & Partner Prague Adjustment (correction) of base for VAT during corporate reorganizations The General Financial Directorate published information in which it changed its previous interpretation of the duty to adjust (i.e. correct) the base for VAT in situations where a company s insolvency is addressed through reorganization. Since this change has an impact on the obligations of creditors, we should take a closer look at this new information. Up until August 2018, when the foregoing information was published, the Tax Authority took the view that in reorganizations where receivables end up being also reorganized by being forgiven, where the forgiven portions of such receivables are extinguished during such process, such a step does not constitute grounds that would obligate the relevant taxpayer to adjust the VAT base. Arguments presented by tax advisors in two statements submitted to the Coordinating Committee were not accepted, the stated justification being that such forgiveness of a portion of receivables during a reorganization need not be definitive, and that there would still exist a theoretical possibility that the relevant receivable will be paid in full at some future date, which means that the requirements stipulated for adjustment of the VAT base set forth in the Directive on VAT are not met. In response to the arguments made by tax advisors that after a company s reorganization plan is fulfilled, there can no longer be any doubt that the relevant portion of the receivable concerned has been definitively extinguished, and that the VAT base therefore should be adjusted no later than at the time when the reorganization plan is fulfilled, the relevant representatives of the Tax Authority did not offer any counter-argument and merely remained silent on the issue. Although no changes are being made to the part of the Act on Insolvency that deals with this area, or to the Act on VAT, in view of CJEU Judgment C-396/16, the interpretation of this matter is being changed. From now on it applies that in the case of receivables: duly registered in insolvency proceedings and listed in a reorganization plan that stipulates that the relevant receivables are being restructured and that a portion of a creditor s receivable is being forgiven during the restructuring, and where the reorganization plan has entered into effect, the taxpayer is obligated to prepare within 15 days of the date when such reorganization plan enters 6
into effect a corrective tax invoice in the amount of the forgiven portion of the receivable. The procedure to be followed for correcting the VAT base and for determining the amount of VAT is the procedure stipulated in Section 42 of the Act on VAT. This means, among other things, that the taxpayer becomes entitled to reduce the output VAT only after the tax invoice has been delivered to the debtor. All of the foregoing is conditioned on a time limit of three years from the end of the tax year in which the obligation to recognize the tax from the original performance, performance that was subsequently impacted by the reorganization, arose. The ability to correct the VAT base is ruled out in the case of receivables where there is a guarantor or co-debtor, since in those cases the guarantor s or co-debtor s obligation to fulfill the receivable is not affected in any way by reorganization. The ability to correct the VAT base is also ruled out in situations where the reorganization merely has the effect of deferring the maturity of the receivables. If the reorganization plan that led to a correction of the VAT base is cancelled, or if the reorganization changes into bankruptcy, the VAT base will again be corrected, and this time it will be corrected upward. The upward correction will be in the amount of the portion of the receivable that had been originally forgiven. In the event of bankruptcy, it is possible to proceed on the basis of special provisions of the law and reduce the VAT base in accordance with Section 44. Taxpayers that have duly registered their receivables in insolvency proceedings, and where such receivables form part of a reorganization plan that has entered into effect, and provided no more than 3 years have elapsed since the date of the original taxable supply, would be well advised to issue a corrective tax invoice in the scope in which the reorganization plan reduced the receivables. It is further recommended to set the procedure for the administration of receivables so as to ensure that approval of the reorganization plan triggers processes leading to the submission of a request for refundation of the remitted amount of VAT. Taxes Taxes briefly Citizen Portal The Financial Administration issued information stating that citizens that have the new type of personal identification cards now have another way of logging into the Citizen Portal at https://obcan.portal.gov.cz/prihlaseni.the Financial Administration stated that once logged into the Citizen Portal, it is possible to then access the Tax Portal, where users can fill in and submit signed personal income tax returns. 7
Taxes Taxes briefly LOCAL FEES The government approved a draft amending bill to the Act on Local Fees, which replace the existing fee charged on accommodation capacities, and spa fees, by a fee for a stay or visit. This fee will need to be paid in respect of each accommodated paying guest staying at a hotel or private residence, meaning that it will also apply to Airbnb. The fee should apply only to short-term guests, i.e. where the stay is less than 60 days. The fee can be up to a maximum of 21 CZK/person/day, and the actual amount of the fee will be decided by individual municipalities. Together with the foregoing fee, the amending bill also introduces an obligation to keep records of guests. Contact details for further information Ing. Martina Šotníková daňová poradkyně Associate Partner T +420 236 163 237 E martina.sotnikova@roedl.com Taxes Judicial decisions Jakub Šotník Rödl & Partner Prague R&D deductions can only be claimed for R&D performed by a company s own employees The Supreme Administrative Court addressed the issue of tax benefits for research and development pursuant to Section 34 of the Act on Income Taxes. In the reviewed case, the taxpayer a registered, non-state-owned health care facility had performed activities consisting of a clinical evaluation of medicines for another company that was a pharmaceutical firm. Within the framework of these activities, the taxpayer systematically tested medicines in order to determine the medicinal effects of a given medicine and to ascertain whether there were any undesirable side effects. The Supreme Administrative Court began by noting that the aim of Section 34 of the Act on Income Taxes is to support the activities of those taxpayers that engage in research and development. This support consists of the ability to claim such costs twice. Such costs can be claimed as a cost within the meaning of Section 24 of the Act on Income Taxes, and then those same costs can be claimed again as a tax deductible item pursuant to Section 34 of the Act on Income Taxes. The Supreme Administrative Court further emphasized that the requirement for eligibility for such support is that the research and development must be performed by the firm s own employees, since this is supposed to increase demand for highly-qualified employees and to provide more employment opportunities for such employees. By contrast, if the taxpayer is unable to perform all of the research and development through the use of its own employees, then it is not entitled to claim the tax benefits for such activities, i.e. for activities that such taxpayer does not perform on its own. The objective of the relevant provisions 8
is to encourage taxpayers to make venture capital investments, i.e. high-risk investments that will create the conditions that foster research and development inside such companies, and so that the R&D activities are performed by a company s own employees and within the framework of a single entrepreneurial entity. In the reviewed case, the Supreme Administrative Court concluded that the activities performed by the taxpayer did not qualify as research and development because the criterion of novelty was not met. In the case of research and development, the criterion of novelty pertains to the goal of such research and development, in this case the goal should consist of the development of a new medicine. So in the reviewed case, the criterion of novelty was met only on the part of the party that assigned the research and development work the pharmaceutical firm. Another criterion that would have to be met in order for the activity to qualify as research and development is that the taxpayer claiming the R&D deduction must bear the associated risks. In the reviewed case, however, it was not the taxpayer that bore the risk, it was the firm that assigned the research and development work to the taxpayer, and that firm bore the risk that the results of the research and development activity may not be commercially exploitable. The taxpayer, on the other hand did not bear any of the risks associated with the research and development work because the taxpayer merely provided a routine service, one that is not eligible for tax benefits pursuant to Section 34 of the Act on Income Taxes. Such routine service consisted of the fact that the party that assigned the research work gave the taxpayer certain medicines for testing, as well as other materials necessary for clinical tests including equipment, and gave the taxpayer precise instructions on how to proceed. The taxpayer was provided with contractual compensation for performing this routine service. The Supreme Administrative Court rejected the taxpayer s argumentation that in situations involving such testing, the tax benefits under Section 34 of the Act on Income Taxes will in fact not be claimed by any of the entities involved (i.e. neither by the firm that assigned the research work, nor by the taxpayer or any other entity). The Supreme Administrative Court stated in this regard that the relevant law did not pursue the objective of ensuring that tax benefits associated with research and development can always be claimed no matter what, irrespective of who is performing the research activity. The tax benefits are designed to encourage the development of R&D capacities, and solely insofar as concerns taxpayers that are performing research and development with the use of their own materials and employees. So if a taxpayer is unwilling or unable to perform their own research and development inhouse, it can purchase such R&D work as a service, in which case there is no reason to provide any tax benefits for R&D outsourced in such manner. The Supreme Administrative Court therefore concluded that if research and development is performed by an entity that bears the risk of commercialization of such R&D work, and if it performs such work on its own, such an entity can then claim the costs expended on such R&D twice. However, if a taxpayer outsources certain research and development work to its contractors, such taxpayer is not entitled to the benefit of a double tax deduction of the costs of such research and development work, and neither is the contractor to which such R&D work was outsourced (with the exception of cases where the contractor s activities in and of themselves have the character of research and development). Contact details for further information Mgr. Jakub Šotník advokát Associate Partner T +420 236 163 210 E jakub.sotnik@roedl.com 9
economics Accruals and its reporting from 2018 onwards, FX rates Radka Hašplová Rödl & Partner Prague Today, we will discuss the newly implemented option to report accruals under accounts payable or receivables. In addition, we will discuss the new interpretation of the National Accounting Council I-37 that regulates accruals and foreign currencies. Before the end of 2017, the estimated payables were reported under payables and the estimated receivables were reported under receivables. On the contrary, the accrued income were reported under section D (Assets) Other Assets and accrued expenses were reported under section D (Liabilities) Other accruals. Czech Accounting Standard No. 017 defines estimated payables, inter-alia as unbilled supplies. Accrued expenses are defined as expenses (a liability) that have occurred in the current accounting period but will be invoiced and paid after the end of the current accounting period. Estimated receivables and accrued income are defined in a similar way. It is, hence, clear that differences between the definition of the estimated payables/ receivables and the accrued expenses/income are marginal. In both cases, we are talking about some kind of payables or receivables. Under accruals, an entity also reports deferred expenses and deferred revenues. The term deferred expenses is used to describe a payment that has been made in the current period, however, it will not be reported as an expense until a future accounting period. On the contrary, deferred revenue is not yet revenue as it is a payment received by an entity in the current period, however, in advance of earning it. It means that it will be recognised as revenue in a future accounting period. Here, we wish to stress that these payments have been already made or received. Some companies post, for example, the payment calendars regarding to the rent instalments to the account Deferred Expenses and they match it against Accounts Payable. Then, the monthly instalments are automatically reversed and recognised as expenses in the current period matched against the accounts payable (reducing the payables). As of the balance sheet date, the account 381 should, however, show no balance (no unsettled expenses) it means that they should be set off against the unsettled payables. The above implies that neither deferred expense nor deferred revenue should be classified as receivables or payables. For example, in case of any subscription paid in an advance, it is unlikely that a company could terminate this subscription 10
and receive the outstanding (already paid) amount back. Under the bill amending Decree No. 500/2002 Sb. implementing some provisions of Act No. 563/1991 Sb., On Accounting, as amended, for entities that are entrepreneurs, a company may decide from 2018 onwards as to whether it wishes to report accruals under C.II. Accounts Receivable (or Accounts Payable) or as to whether it wishes to continue to report its accruals under D Other Assets (assets) or Other Accruals (Liabilities). If it opts to report them under accounts receivable/payable, both estimated payables/receivables and accrued expenses/income will be reported under the same line. However, in such case, deferred expenses/revenue will be also reported under accounts receivable/payable even though as already mentioned they should not be classified as accounts receivable/payable. A reporting entity must decide on the reporting method no later than as of the balance sheet date. However, it is not possible to opt for a combination of both methods. It means that it is not permitted to report accrued income under receivables and to report deferred expenses under accruals. It is also taken for granted that the method opted by the reporting entity will be applied to both, the items reported under assets and liabilities. In this regard, we also wish to mention the new interpretation of National Accounting Council I-37. In our Mandantenbrief published in May, we already discussed it briefly. At that time, it was only drafted under NI-57. Under this interpretation, accrued expenses/income should be translated using the FX rate issued at the balance sheet date as they are classified as accounts receivable/payable. On the contrary, deferred expenses/revenue should not be translated as they do not have the nature of FX accounts receivable/payable and, hence, no FX risk arises. The interpretation does not discuss estimated receivables/payables as they were already discussed under Interpretation I-18. The FX estimated receivables/payables are reported under receivables or payables in the balance sheet. As a result, the same procedure is to be applied to such FX estimated receivables/payables as the one applied to the accrued expenses/income. The above implies that expenses and revenues are reported differently if the FX rate changes, for example, when the rent is paid in advance or in arrears. As an example, we may mention the rent instalments paid in advance. The agreed rent of EUR 120,000 was to be paid for a lease term from 1 March 2017 to 28 February 2018. The company paid the total rent on 1 March 2017. In general, it is agreed that the company should use a monthly fixed FX rate (FX rate issued on the first day of the month). As a result, the deferred expenses of CZK 3,242,400 (27.02 CZK/EUR) are posted against payables that are then settled by means of a bank payment. Subsequently, the expenses of CZK 270,200 are cleared on a monthly basis and posted to the account Costs of Rent; i.e. as of 31 December 2017, this account will show the balance of CZK 2,702,000 and the account Deferred Expenses will show the balance of CZK 540,400. However, if this is the rent paid at the end of the lease term (28 February 2018), the company may record the estimated costs of rent based on monthly estimates (accrued expenses) at the monthly FX rate and, at the year-end, these estimated payables would be translated at the final FX rate. Or else, the company may record the final estimate at the year-end using the FX rate issued on the balance sheet date. As for the first case, the costs of CZK 2,627,700 were reported (using each monthly FX rate). As of 31 December 2017, the estimated payables that had been already recognised on the 389 or 383 account were translated and the FX gain of CZK 73,700 was recorded. The final balance of payables was CZK 2,554,000. If the estimated payables were reported only at the end of the reporting period using the FX rate issued at the balance sheet date, the final balance of the costs of rent would amount to CZK 2,554,000 and it would not be necessary to translate the payables at the year-end. In both situations, the impact on the reported profit/ loss is the same. The only difference is that different expenses or revenues lines are reflected. If we were to summarize the above, we may come to this conclusion. Following the bill amending Decree implementing some provisions of Act on Accounting, the company may decide for the option to report the accruals under receivables/ payables from this year onwards. The interpretation of the National Accounting Council that was issued this year also confirmed the duty to translate the accrued expenses/ income and, on the other side, the ban to translate the deferred expenses/revenue. Contact details for further information Ing. Radka Hašplová auditorka Associate Partner T +420 236 163 309 E radka.hasplova@roedl.com 11
Impressum, MK ČR E 16542 Published by: Rödl & Partner Consulting, s.r.o. Platnéřská 2, 110 00 Prague 1 T +420 236 163 111 www.roedl.com/cz Editorial board: Ing. Jana Švédová jana.svedova@roedl.com Layout/Typeset by: Rödl & Partner publikace@roedl.com This newsletter is an information booklet intended for general informative purposes. The information is not advice, should not be treated as such, and you should not rely on the information in the newsletter as an alternative to legal, taxation, financial, accountancy or corporate advice. Although we prepare the information for the newsletter with utmost care, we do not represent, warrant, undertake or guarantee that the information in the newsletter is correct, accurate, complete, non-misleading or up-to-date. Since the information presented here do not discuss specific cases of particular individuals or corporations, you should always verify the information applicable to your circumstances by consulting an appropriately qualified professional. We disclaim liability for any decisions made by readers based on information in our newsletters. Our advisors will gladly assist you with any questions on topics presented here or with any other matters. the entire contents of our newsletters as published on the internet, including the information presented here, represent the intellectual property of Rödl & Partner and are protected by copyright laws. Users may download, print or copy the contents of the newsletters for their own needs only. Any modification, reproduction, distribution or publication of the contents of the newsletter, in whole or in part, whether online or offline, is subject to a prior written consent of Rödl & Partner. 12