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1、The Accounting Concept of A Business Combination Methods of Accounting for Business Combination Equity MethodA One-line Consolidation,Major Contents,The Accounting Concept of A Business Combination,APB Opinion No16, Business Combination FASB Statement 141, Business Combinations IAS 22: Business Comb
2、inations CAS 20:企业合并,APB Opinion No16(1970),企业合并指一家公司与一家或几家公司或非公司组织的企业合成一个会计个体，这一会计个体继续从事以前彼此分离、相互独立的企业的经营活动。 Business combination, as an accounting concept, occurs when a corporation and one or more incorporated or unincorporated businesses are brought together under the control of a single managem
3、ent team. That control is established when: 1One corporation becomes a subsidiary 2One company transfers its net assets to another, or 3Each company transfers its net assets to a newly formed corporation.,FASB Statement 141(2001),企业合并实质一个实体收购组成企业的净资产，或收购一个或者多个实体的股权并对该实体或多个实体进行控制。 a business combinat
4、ion occurs when an entity acquires net assets that constitute a business or acquires equity interests of one or more other entities and obtains control over that entity or entities. （paragraph 9） The pooling of interest method of accounting was eliminated for all transactions initiated after June 30
5、, 2001.,FASB Statement 141(revised 2007),A business combination is a transaction or other event in which an acquirer obtains control of one or more businesses. Control has the meaning of controlling financial interest An entity shall account for each business combination by applying the acquisition
6、method.,IAS 22(revised 1998),企业合并，指通过一个企业与另一个企业的联合或获得对另一个企业净资产和经营活动控制权，而将各单独的企业组成一个经济实体。 A business combination is the bringing together of separate enterprises into one economic entity as a result of one enterprise uniting with or obtaining control over the net assets and operations of another ente
7、rprise.（paragraph 8）,IFRS 3 Business Combinations（2004）,A business combination is the bringing together of separate entities or businesses into one reporting entity. The result of nearly all business combinations is that one entity, the acquirer, obtains control of one or more other businesses, the
8、acquiree. If an entity obtains control of one or more other entities that are not businesses, the bringing together of those entities is not a business combination.,CAS 20(2006),企业合并，是指将两个或者两个以上单独的企业合并形成一个报告主体的交易或事项。 同一控制下的企业合并 (Business combinations involving entities under common control) 非同一控制下的企
9、业合并,Methods of Accounting for Business Combination,Purchase Method Pooling of Interests Method,购买法（Purchase Method）将企业合并视为资产的购买行为,Purchase Method,Purchase cost is measured by the cash disbursed, the fair value of property given up, or the fair value of securities issued.,Direct acquisition costs are
10、 paid to outside parties; include them in the price paid Indirect acquisition costs are internally incurred; they are expensed Issue costs are to issue bonds or stock; they are subtracted from the value assigned to the securities,Stocks and bonds issued are always recorded at fair value in a purchas
11、e,1Determine the fair values of all identifiable tangible and intangible assets acquired and liabilities assumed. All identifiable assets and liabilities are valued regardless of whether they are recorded on the books of the acquired company (for example a patent where all R&D was expensed as incurr
12、ed). No value is assigned to goodwill recorded on the books of the acquired company.,Cost allocation procedures,2 The acquiring company records the assets received and liabilities assumed at their fair values. a First, fair values are assigned to all identifiable tangible and intangible assets acqui
13、red and liabilities assumed. b If cost is greater than fair value of the identifiable net assets acquired, the excess cost is assigned to goodwill.,c If fair value is greater than cost, the excess fair value is handled in the following fashion: (1) The excess is applied as a pro rata（按比例） reduction
14、of amounts that would have otherwise been assigned to assets except for financial assets other than investments accounted for by the equity method, assets to be disposed of（处理）, deferred tax assets, prepaid pension（养老金） and post-retirement assets, and any other current assets. (2) If all such assets
15、 are reduced to zero value, the reminder, if any, is recognized as an extraordinary gain.,商誉问题（The Goodwill Controversy）,Goodwill is defined as the excess of the investment cost over the fair value of assets received. This is goodwill? Goodwill is a asset?,商誉的本质,亨德里克森在会计理论中指出，从会计的角度来看，商誉有以下三种解释： 对企业
16、好感的价值； 对企业的好感可能来自有利的地位位置、独占的特权以及良好的经营管理水平等因素。 预期未来利润超过不包括商誉的总投资的正常报酬部分的现值； 这只是商誉的一种计量，而没有说明其性质。 反映企业总价值超过各个有形和无形资产价值差价的总的计价帐户。 John B. Canning 是最早提出这种观点的会计学家之一。,SFAS No. 141 Business Combinations (revised 2007),Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.,1、商誉是一项资产，并在有限的期限内摊销 理由： 商誉是实施合并的企业为了取得以后若干年度的超额利润而发生的超额支出
