213. Transfer Pricing: German Electronic Audit Looms

by Alexander Vögele and William Bader

The following article first appeared in the March 2001 issue of International Tax Review (ITR).

For disclaimer and copyright see end of this article.

Legislation enacted in 2000 gives Germany's tax auditors sweeping electronic audit rights from 2002 onwards. Most taxpayer have yet to realise the potentially dire transfer pricing implications.

Germany is in the process of modernising its transfer pricing machinery to better defend its share of tax revenues in a global economy. While taxpayers have taken note of the draft regulations on transfer pricing documentation issued by the Federal Ministry of Finance in August 2000, relatively little attention has been paid to a series of 'electronic audit' provisions enacted as part of Germany's landmark 2000 Tax Reduction Act. The release of draft implementation regulations in October 2000 likewise caused no stir. The new electronic audit provisions apply to audits beginning on or after 1 January 2002.

The legislative objective is not merely access by the tax authorities to electronically stored data. The tax authorities already possessed such access under prior law, which required taxpayers to convert electronic or microfilm data to readable form on demand. The new law transcends access in two key respects:

• The tax authorities receive the right to analyse electronic data by electronic means.
• The amount of data which the taxpayer is required to store electronically and hold ready for electronic analysis is increased drastically.

The present article is the third in a three part series by Alexander Vögele on major impending changes in German transfer pricing practices (see articles nos. 211 and 212; see also article no. 200).

The article cites the German Tax Procedure Act using the German abbreviation "AO" (Abgabenordnung).

The tax authorities have long sought electronic audit rights along the lines of those now enacted. They owe their 'breakthrough' to German implementation of EU Directive 1999/93 on legal recognition of documents bearing electronic signatures. This directive requires VAT recognition of electronic invoices. Hence, the 2000 Tax Reduction Act allows a VAT input tax credit on the basis of qualified electronic invoices from 1 January 2002 onwards.

In this connection, the tax authorities convinced the government that they needed broad new electronic audit rights to prevent abuses of the new VAT system from 2002 onwards. In addition, the tax authorities may also have argued that they needed electronic audit rights because E-Business (both business-to-business and business-to-consumer) presents an enormous potential for VAT fraud (failure to charge and remit VAT owing on internet product downloads) which could distort competition and drive EU-based electronic sellers out of business.

Aside from these VAT considerations, the German tax authorities also believe they need electronic audit capabilities for transfer pricing reasons. They have long recognised the potential utility of electronic data analysis in verifying transfer pricing structures. In their view, the 2000 Tax Reform Act has brought matters to a head by revising German corporation tax law so as to eliminate a structural bias in favour of German-source income.

Under prior corporate tax law, it was tax efficient for German corporations to pay dividends to German resident individuals out of domestic-source earnings because of the full credit allowed for German corporation tax paid on the dividend. While the total tax in the shareholder's hands on foreign earnings of 100 would be around 67% (assuming 30% foreign tax, a 48.5% marginal German income tax rate, and 5.5% solidarity surcharge), total tax on domestic earnings of 100 including trade tax was typically approx. 59% (assuming a moderate trade tax multiplier for the distributing German corporation).

This – at least in the view of the tax authorities – provided an important tax disincentive to shifting income abroad by means of manipulative transfer prices.

Under the new corporation tax law, which goes into full effect in 2002, the situation is reversed because of the elimination of the corporation tax credit. Under the same assumptions as above, the total tax burden on dividends paid to German residents is approx. 48% if the dividend is funded out of foreign earnings taxed at a rate of 30% in the source country and 54% if funded out of the domestic earnings of a German corporation.

The German corporation tax law in effect from 2002 onwards favours foreign income dividends over domestic income dividends where the foreign tax payable is under approx. 40%. While the previous system favoured low-taxed foreign earnings only where they were retained in German corporations, the new system allows the advantage to be passed along to individual shareholders. Germany's foreign controlled corporation legislation provides some protection, but operates only against passive income and even then is often difficult to enforce as a practical matter.

The electronic audit provisions legislated in 2000 are therefore in part a response to the increased transfer pricing dangers faced by the German treasury from 2002 onwards.

New § 147 (6) AO grants the tax authorities three types of access rights to taxpayer electronic data. These rights may be exercised only in the context of a tax audit. The new provision reads as follows:

Where documents [subject to retention by the taxpayer] pursuant to subsec. (1) have been created with the aid of a data processing system, the tax authorities have the right, in the context of a tax audit, to examine the stored data and to utilise the [taxpayer's] data processing system for purposes of auditing these documents. In the context of a tax audit, they may also require [either] that the data be electronically analysed in accordance with their specifications or that the stored documents and records be placed at their disposal on an electronically analysable data storage medium. The taxpayer bears the costs.

Germany's tax auditors thus receive three distinct types of access to taxpayer electronic data:

• Direct on-site read-only access to the taxpayer's computer systems, by which the tax auditors are entitled to operate the taxpayer's hardware and software to search and analyse electronically stored data using either the analysis software already installed in the system or their own analysis software.
• Direct off-site access to the same data, by which the tax auditors may require the taxpayer to hand over blocks of data stored on electronic media for analysis by the auditors at their leisure using their own hardware and software.
• Assisted on-site access, by which the tax auditors may have the taxpayer screen, sort, and analyse electronic data in accordance with their specifications.

The different access rights may be exercised individually or cumulatively. The taxpayer is required to assist the tax authorities in the exercise of their data access rights (revised § 200 AO) and bears the related costs (§ 147 (5) and (6) sent. 3 AO).

The draft implementing regulations released by the Federal Ministry of Finance dated 6 October 2000 (hereinafter "the draft regulations") state that "the objective scope of a tax audit is not enlarged by the provisions on access to [electronic] data. The matters subject to audit remain the documents whose retention is required under § 147 (1) AO."

The draft regulations provide that the tax auditors must have direct on-site access to all "tax-relevant electronically stored data", including without limitation the following:

• financial accounting system
• cost and performance accounting
• goods management system / material management system
• fixed asset accounting system
• document management systems or other archiving systems
• payroll accounting system

By defining the scope of permissible access only in terms of what is "tax-relevant", the tax authorities intentionally refuse to limit the scope of permissible access in any meaningful way, as Christoph Kromer correctly notes in his German-language article in Der Betrieb (2001, 67).

Tax auditor access to taxpayer computer systems poses multiple major dilemmas:

• The electronic audit provisions change the nature of the German tax audit. Whereas before all documents were provided by the taxpayer to the tax auditors at their request, the tax auditors will in the future have the ability to search actively for relevant documents. The taxpayer thus loses a substantial measure of control over the information available to the tax auditors.
• In the transfer pricing context, virtually all economic and management data relating to the company under audit possesses "tax relevance" when assessing the relative value of functions performed, risks assumed, and benefits exchanged with related parties. A non-exclusive list of sensitive data which may be highly tax-relevant includes secret business strategy, confidential market analysis and sales forecasts, commercial and technical secrets, R&D reports on the utility of patents, the performance and remuneration of key employees, and parallel accounting systems existing alongside the financial accounts in which expenses and revenues are allocated with regard to different principles (so-called management accounts – see sec. 14 below).
• Using electronic search and analysis techniques, the ability of the tax authorities to locate information which compromises the taxpayer's transfer pricing positions will increase as a factual matter. To vary a time-tested metaphor: Finding a needle in a haystack is difficult indeed when searching by hand. But the position of a digital needle in a digital haystack may be easy to determine using appropriate needle detection software. As already noted, the goal of the tax authorities is not merely to access to electronic data, but to analyse such data by automated means.
• In the process of combing through the taxpayer's computer systems, the tax auditors may "accidentally" discover documents outside the nominal scope of the tax audit, such as confidential discussion memoranda. Even if systematic search for such documents would not have been allowed, they are admissible in court unless their discovery was due to intentional search of a non-tax domain by the tax authorities.

The scope of document retention under § 147 (1) AO is broad because of a catch-all category requiring retention of all documents having tax significance. Hence, the scope of electronic audits is equally broad.

The tax auditors are entitled to access to all data in electronic form which possesses tax relevance. The must exercise their right according to their reasonable discretion as informed by the principle of proportionality (§ 5 AO; see also Kromer loc. cit. p. 68). This would appear to require that the tax authorities not seek access to taxpayer data without a justified expectation that the data will have tax relevance. Where there are countervailing considerations, such as serious economic burden or endangerment of business secrets, a balancing of interests would be warranted.

If the tax auditors find relevant tax data, the chances of having this information declared inadmissible in court are small. On the other hand, if the taxpayer denies the tax authorities access to areas which they believe they are entitled to examine, the tax authorities may either assess taxes on an estimated basis or impose fines to compel the cooperation to which they believe they are entitled. Assuming the taxpayer appeals such actions, the legal issue in court will be whether the taxpayer has violated its statutory obligations of cooperation. Depending on the circumstances, the taxpayer may have a chance of prevailing either on the grounds that the information sought lacks tax relevance or that a proper balancing of the interests of the tax authorities in obtaining the information sought and the taxpayer in withholding it should be resolved in the taxpayer's favour.

The criterion of tax relevance is particularly broad in the transfer pricing field, where the allocation of income depends on an analysis of economic functions performed, risks assumed, and benefits conferred and received. The electronic information to be made accessible to the tax auditors thus includes large bodies of economic information not generated specifically for tax purposes.

The criterion of tax relevance should also be read in the context of the new draft transfer pricing documentation requirements discussed in detail in the preceding article in this series (article no. 212). All electronic information bearing on or useful in verifying the taxpayer's pre-audit transfer pricing documentation package will fall within the scope of the tax authorities' electronic audit rights.

The true goal of the tax authorities is not merely access to data maintained in electronic form, but rather analysis of such data by electronic means. 'Electronic analysis' (maschinelle Auswertung) is the leitmotif running through the statutory amendments and the draft implementing regulations. In preparation for the entry into force of the new provisions, the tax authorities are known to have reserved numerous licenses for data analysis programs and are thought to be training personnel in computer audit techniques, perhaps following the French model. France has organised a special electronic audit task force in which computer specialists outnumber tax experts and assigns this task force selectively to audits where the probability of substantial adjustments warrants the expense.

All three data access options created by § 147 VI AO (see sec. 4 above) permit the tax authorities to conduct computer analysis of taxpayer electronic data. The statutory changes thus both give the tax authorities access to taxpayer electronic data and permit them to use computer technology to analyse the data accessed.

The potential gains from electronic data analysis are enormous from the perspective of the tax authorities. For instance, many companies routinely scan all incoming post and store it in electronic form. This body of data includes sensitive correspondence with tax counsel. Under § 147 (2) AO (see sec. 9 below), such data would have to be stored so as to permit electronic analysis. This would appear to compel the use of optical character recognition software, as no electronic analysis is possible where documents are scanned as graphics files. Assuming the taxpayer complies with the letter of the law, the tax auditor would be in possession of all correspondence to or from tax counsel in a matter of minutes. With a little more effort, the auditors would have all documents in the database which contain the word "tax".

The most onerous provisions of the new legislation relate to electronic data storage. Electronic analysis is impossible where data is not stored in electronic form. In order to guarantee electronic analysis, the new legislation greatly expands the scope of electronic data storage.

By its terms, § 147 VI AO gives the tax authorities electronic access to documents which the taxpayer is required to retain under § 147 (1) AO that have been created with the aid of a data processing system. A logical implication of this principle is that documents created with the aid of a data processing system must be retained in a form which permits electronic access and analysis throughout the document retention period (six to ten years).

In this connection, § 147 (2) sent. 2 AO has been deleted from the Tax Procedure Act. The deleted provision permitted taxpayers using computerised accounting and recordkeeping systems to choose between storing the relevant data on data media or in printed form. By negative inference from the deletion of this option, documents created by electronic means must be stored electronically from 2002 onwards.

The draft regulations explicitly state that documents originating in digital form must be stored on electronically analysable data media and may not be retained solely in printed form or on microfilm (including computer output microfilm).

Nor is this all. The requirement that documents subject to retention be retained in a form which permits computer analysis is extended by § 147 (2) AO to all documents, whether originating in digital form or not, which are stored on data media of any kind. As amended, § 147 (2) AO reads in pertinent part:

... [D]ocuments [subject to retention] may also be retained as reproductions on a pictorial storage medium or on other data storage media, provided this [procedure] ... ensures that the reproduction or the data ... is available at all times throughout the retention period, can be converted into readable form without delay, and can be electronically analysed.

Prior law permitted taxpayers to store documents on data media provided that the data could be converted to readable form on reasonable notice. The new law requires in addition that electronic analysis of such data be possible throughout the document retention period. Since this provision (§ 147 (2) AO) relates only to documents which the taxpayer chooses to store on data media, it could be avoided by electing to store documents exclusively in printed form. Practically speaking, this alternative is unrealistic.

From the above, it is apparent that the purpose of the electronic audit changes is not just to secure access to digital data, but to compel taxpayers to archive vast amounts of information in electronic form for purposes of electronic analysis during tax audits.

The draft regulations are not clear on this point, but seem to say that the tax authorities must receive electronic access to relevant data located on third party data systems where there are links or interfaces between the third party system and the taxpayer's systems. The issue is of particular relevance as concerns interfaces with the computer systems of related parties.

As amended, § 200 (1) AO requires the taxpayer to assist the tax authorities in the exercise of their electronic audit rights. The draft regulations elaborate on this point:

• In order to provide direct on-site access, the taxpayer must hold ready the software and hardware needed to read and to some extent process stored data. Given the rapid technological progress in the IT area, fulfilling this requirement over a period of up to ten years can be quite burdensome.
• The taxpayer must also provide an explanation of the data processing systems so as to enable the tax authorities to operate them. This requires keeping personnel on hand that understand what may in some cases be quite old systems. Where the tax authorities request the taxpayer to analyse data according to their specifications, the taxpayer's personnel must carry out the operations (assisted on-site access).
• The taxpayer must explain the file structure, data fields, and internal and external system links or interfaces. While these provisions would appear relevant to direct on-site access as well, they are found in a section dealing with direct off-site access situations in which the tax authorities receive blocks of data on portable media for analysis at their own offices. See also sec. 10 above.
• Where the taxpayer is not required to reactivate data archived prior to 1 January 2002 (see sec. 12 below), it need not hold the personnel, software, and hardware in readiness that would be necessary to process this data were it to be reactivated.

The statute governing entry into force of the electronic audit rules states that they apply from 1 January 2002 onwards. As regards electronic data access, the draft regulations interpret this provision as applying to audits beginning after 31 December 2001. Hence, the electronic data access provisions do not apply to audits beginning on or before this date even if they continue into the year 2002 or beyond.

As interpreted by the tax authorities, the electronic data access provisions do, however, apply to data respecting the entire audit period of an audit commencing on or after 1 January 2002. For instance, the new provisions would apply to data for the years 1997 through 2000 in an audit for this period commencing on 1 January 2002. One may question whether application of the new laws should not instead be determined by the date of creation of the relevant data.

However, the draft regulations create an important exception for documents archived prior to 1 January 2002 in a form that does not permit electronic analysis. They provide that such documents need not "be reintroduced (reactivated) in the data processing system for purposes of electronic analysis ... where this would involve unreasonable expense on the taxpayer's part (e.g. [due to] insufficient memory capacity)".

This transition rule does not affect the requirement that documents stored on data media must be converted to readable form at any time during the retention period upon request by the tax authorities. This requirement existed under prior law as well. The new law requires conversion "without delay", whereas under prior law it was required only "on reasonable notice".

The draft regulations are silent on the entry into force of the expanded electronic data storage requirements discussed above. As noted above, documents archived prior to 1 January 2002 need not be reactivated (reconverted to electronic form) where this would involve unreasonable expense.

A variety of constitutional objections may be raised against the new electronic audit provisions. All rest on the basic concept that the means chosen by government must be commensurate with – proportional to – the ends. Serious intrusions are not justified by marginal benefits, particularly where less intrusive means are available.

• The requirement that large bodies of data be stored in electronically analysable form for periods ranging from six to ten years may constitute an unreasonable burden considering the rapidity of technological progress and the need to hold outdated hard- and software in readiness along with personnel able to operate superannuated systems. The sheer mass of data to be stored electronically may also pose a constitutionally relevant burden. Finally, it may be unfeasible to retain data in electronic form for up to ten years. Conventional hard drives become unreliable after only three years.
• Tax audit access to all tax-relevant data will entail access to sensitive commercial and technological secrets. The threat posed to taxpayers by accidental disclosure of such information may outweigh the marginal benefits in the form of more equitable tax collection.
• Electronic data access as desired by the tax authorities necessarily involves tax authority access to large bodies of data without tax relevance. Hence, such access rights are inherently overbroad. It is furthermore unreasonable to impose on the taxpayer the burden of reducing the scope of such overbreadth to permissible dimensions. Rather, it is arguably the responsibility of the tax authorities to define reasonable limits on the scope of their access rights.

It would, however, be rash to disregard the new electronic audit provisions on the assumption that they will ultimately be declared unconstitutional.

The official reason given in the legislative history for the delayed entry into force of the new provisions is to permit taxpayers to redesign their computer systems so as to bar tax auditor electronic access to areas without tax relevance.

The assumption underlying this statement of legislative purpose is that taxpayers can compartmentalise their computer systems so that access rights can be granted to segments or modules having high tax relevance and denied to other modules containing bodies of information without tax relevance. This assumption is false at least as it pertains to transfer pricing issues. As explained above, virtually all information has transfer pricing relevance.

If compartmentalised exclusion of tax auditor access is permissible, then not on the grounds that the modules to which access is denied contain no information of tax relevance. Rather, such compartmentalisation must rest either on self-restraint exercised by the tax authorities, of which there is as yet no sign, or on the principle of proportionality.

Management accounts are a case in point. Christoph Kromer points out in his German language article in Der Betrieb (2001, p. 68) that, while the United States Internal Revenue Service enjoys access to taxpayer computer systems, the IRS has in the past unilaterally renounced the right to examine taxpayer management accounts (accounts parallel to the financial accounting system allocating revenue and expenses in accordance with different criteria). Obviously, management accounts are of great transfer pricing tax relevance where they indicate that the allocation of income for commercial accounting and tax purposes is not in agreement with economic reality.

Only by compartmentalising computer systems and defining limited access rights for the tax authorities can taxpayers retain control over the progress of a tax audit. It is therefore advisable to structure access to computer systems around a core area to which the tax authorities undeniably must have access. Other compartments (segments) should then be defined and possibly "opened" to the tax authorities upon request. Where tax authority access demands exceed taxpayer tolerance limits, confrontation may be inevitable (see sec. 7 above). Perhaps taxpayers will find useful the analogy of successive ruptures of the watertight compartments of a (sinking?) ship. Compartmentalisation permits damage control. It allows the taxpayer to fall back in orderly fashion if the tax authorities press for wider access rights and to resist such requests selectively. Furthermore, compartmentalisation is the precondition for exercise of self-restraint by the tax authorities.

Compartmentalisation should also attempt to follow the principle of tax relevance. Access to VAT data may be irrelevant in the context of a corporation tax audit. Personnel department data may be irrelevant or protected under data privacy principles in certain contexts. The restrictive Federal Tax Court case law on tax authority access to board meeting minutes should be studied with care. The fact that company e-mail can be used for private communications may pose issues under data privacy laws.

While the electronic audit laws have already been enacted, there is still considerable uncertainty regarding the approach the tax authorities will take in applying them. The draft implementation regulations are likely to undergo substantial revisions before final regulations are issued. Changes in the taxpayer's favour cannot be ruled out. Neither can they be counted on. The following is a tentative taxpayer response list:

• Appoint an 'electronic audit preparedness' group composed of high level management, tax counsel, and IT experts to devise a preparedness plan and implementation schedule for completion prior to the probable starting date of the first tax audit to begin after 31 December 2001.
• Inventory the data recorded and stored on central computer systems by type and location and consider the tax implications of such data. Consider switching to de-centralised storage of certain data.
• Expedite data archiving prior to 1 January 2002. Assuming this archiving to be in non-digital form, consider the likelihood that reactivation of such data would entail unreasonable effort and hence be waived by the tax authorities under the transition rules discussed above.
• Devise a plan for compliance with the requirement that the tax authorities receive direct access to your firm's computer systems starting with the first audit to begin after 31 December 2000. Devise a compartmentalised access structure as outlined above. Do not rely blindly on access right hierarchies established for other purposes.
• Design the core access rights to be accorded the tax authorities around the areas listed in the draft directive (see sec. 12 above). Exclude access to internal and external e-mail from this core compartment and consider placing internal and external e-mail in separate compartments. Consider where memoranda and other documents written by key management employees are stored (e.g. central document servers) and whether the tax authorities will have access to these areas.
• Modify the company computer systems to register all actions taken and data viewed by the tax authorities when operating company computer systems. The results of all processing and analysis operations performed by the tax authorities should also be registered for assessment by management and tax counsel.
• Devise a plan for compliance with the expanded requirements for storage of data in electronically analysable form. Consider the economic burden such storage may entail and whether this burden may be so great as to render such storage unreasonable on constitutional grounds, especially in connection with the requirements to maintain the capacity to read and process such data for a period of up to ten years (hardware, software, personnel). Consider whether the stored data need be kept "live" in the central computer system (probably not).
• Devise a plan for explaining the company computer systems to the tax auditors and providing information on internal and external links and interfaces, especially with regard to data held by related third parties.
• Consider how inadvertent alteration of company data by the tax authorities in the course of direct access can be ruled out as a technical matter (read-only access).
• Consider whether read-only access as defined by the electronic audit laws requires giving the tax authorities the ability to copy blocks of data onto their own removable data media. A case can be made that it does not, since the law provides that the tax authorities may request the taxpayer to copy data onto removable media, but does not specifically empower them to do so themselves.
• Consider the possibilities for electronic data analysis offered by the software presently installed on the company computer systems. Consider whether the company computer systems are such that they could easily be analysed by means of the third party analysis software with which the tax auditors are likely to be equipped.
• Consider the bodies of data which the tax auditors will be able to access using the access rights which they will receive under the firm compliance plan and the inferences which the tax authorities might draw from such data. In this process, recall that the tax authorities are likely to use computer analysis software to search the bodies of data to which they have access. Consider as well that the tax auditors may "accidentally" examine data stored in a nominally non-tax area if they have access to such an area as a practical matter. Assume that data so discovered will be admissible evidence in a tax court.
• Consider whether the tax authorities are likely to be satisfied with the access rights accorded them under the firm implementation plan. Consider whether the tax authorities are likely to object to their exclusion from certain areas. Weigh the implications of such objections against the implications of granting access to the areas in question. Prepare electronic audit contingency plans.
• Assume that the tax auditors will insist on access to management accounts, hence that a parallel company accounting system may be used by the tax authorities to challenge the transfer pricing structure based on the financial accounting system. Consider whether abandonment of dual accounting systems in favour of an integrated approach is not the wiser course of action.

The inevitable result of the electronic audit provisions which are now a part of German tax procedure law will be to increase corporate transparency for the tax authorities. The logical conclusion which taxpayers should draw is that inconsistencies present in their own central systems will be discovered with increasing frequency by the tax authorities in the future.

There are two basic approaches to avoiding such inconsistencies:

• hiding them or
• eliminating them by adopting a consistent approach for all purposes.

It is submitted that the former strategy will fail, hence that the latter approach is sounder in the long run. Abandonment of separate shadow management accounting systems should, however, be accompanied by a reassessment of financial accounting practices and transfer pricing policy to bring them into line with economic reality, hence obviating the need for a management accounting system.

To take a simple example: In the context of global dealing, the relative compensation of key personnel in different locations is a prime indicator of the relative contributions of these locations to the overall value added (global profit). If analysis of manager compensation accounts, including accounts kept offshore for calculation of bonuses and the like, indicates an allocation of global income sharply at odds with that declared for tax purposes, a contradiction exists which may be hard to resolve in the context of a tax audit. Synchronisation or merger of tax and management accounting systems into a single accounting structure eliminates contradictions and is superior for both tax and management accounting purposes.

As explained at greater length in article no. 212, a realistic appraisal of the relative values of intra-group flows of goods and services for transfer pricing purposes is ultimately best for the corporate bottom line both before taxes and after.

This article treats the subjects covered in condensed form. It is intended to provide a general guide to the subject matter and should not be relied on as a basis for business decisions. Specialist advice must be sought with respect to your individual circumstances. We in particular insist that the tax law and other sources on which the article is based be consulted in the original, whether or not such sources are named in the article. Please note as well that later versions of this article or other articles on related topics may have since appeared on this database or elsewhere and should also be searched for and consulted. While our articles are carefully reviewed, we can accept no responsibility in the event of any inaccuracy or omission. Please note the date of each article and that subsequent related developments are not necessarily reported on in later articles. Any claims nevertheless raised on the basis of this article are subject to German substantive law and, to the extent permissible thereunder, to the exclusive jurisdiction of the courts in Frankfurt am Main, Germany. This article is the intellectual property of KPMG Deutsche Treuhand-Gesellschaft AG. Distribution to third persons is prohibited without our express written consent in advance.