La rappresentazione del valore nelle operazioni di Business Combination

The adoption of the IFRS 3 standard, and then of the IFSR 3R, has deeply affected the financial record and reporting of business combinations in common international practices, especially the Italian one. This study begins with the analysis of business combinations in compliance with the new IFRS 3R compared to those in accordance with what established by the Italian law and set in the Civil Code then developed by the OIC 4. It offers a detailed analysis of the evolution of the accounting practices of extraordinary operations, especially mergers. We all know that when we compare the combination cost to the fair value of the acquired assets and liabilities, we usually obtain a difference, which can be positive if the combination cost is higher than the present value of the acquired assets and liabilities (in Italy it is commonly known as “combination deficit”), or negative, when the combination cost is lower than the present value of the acquired assets and liabilities (commonly known as “combination surplus”). The aim of this study is to verify whether business combinations generate value or not and the ways of reporting and processing the possible surplus. This study developed from another one made in 2009 by Hamberg, who analysed the business combinations listed in the Swedish Stock Market. He noticed that in the vast majority of the cases analysed, the surplus was completely ascribable to goodwill rather than to specific intangible assets. According to Hamberg, this could also be a consequence of opportunistic behaviors because while specific intangibile assets are subject to amortization, goodwill is subject to an impairment test. He thinks that goodwill impairments in compliance with IFRS are lower than the impairments of specific intangibile assets, with consequent higher returns in the years following the merger. We have tried to carry out the same study on Italian companies, analysing all mergers between 2008 and 2012 regarding the businesses listed on the Italian Stock Market and therefore subject to IFRS standards. We made a first classification by distinguishing the business combinations that generated incomes from those which had a negative outcome that should be reported on the profit and loss account and therefore not relevant for this study. Then we focused only on those companies that generated goodwill, analysing the activity which reported the highest value. We found that the vast majority of the businesses allocated this value as goodwill rather than to other intangible assets.Therefore we confirmed the results obtained by Hamberg as for the Swedish companies. During the third stage we pointed out that goodwill did not experience any loss in value in the following years. This result could seem ambiguous as the reductions in value could have caused the immediate abatement of the returns. Hamberg considers this behaviour as a consequence of the increased stock market quotation experienced by the companies as he noted that businesses with a remarkable goodwill reported considerable increases in their returns.