Goodwill is one of the most complex and unclear concepts within financial accounting; it is uncertain what it represents as an asset, it is only recognized during the creation of business combinations and is subject to impairments. The question becomes therefore what meaning is actually to be made from goodwill’s definite appearance as a financial statement line item? Due to a perceived low relevance by users of financial statements, it can be stated that the current narration by the accounting item goodwill fails to meet the fundamental purpose of accounting. Therefore, a study to bring a comprehensive clarification of the accounting item is required where this study attempts to achieve this objective by studying the acquirers’ perceptions of goodwill. First was a thorough theoretical background established that compiles a wide collection of relevant literature on goodwill. Then were semi-structured interviews conducted with top managers of nine different parent companies who had recently made a corporate acquisition. Based on the most salient perceptions derived from the empirical data in relation to the comprehensive theoretical background, this study obtained the following findings. Goodwill can be understood through three central aspects: the underlying objective reality as an intangible asset, the PPA process and the subsequential measurement process. In relation to the two latter aspects could a fourth aspect of managers’ influence be derived. In an overarching integration, these four aspects could be synthesized into a final holistic model of the accounting item goodwill. This model iii ultimately represents a comprehensive understanding of the current accounting item goodwill in financial statements based on the perceptions of acquirers. The findings of this study can be used to bring clarity to the users of financial statements when interpreting goodwill and therefore potentially increase its perceived relevance. Foremost can this study’s holistic model be used as a guideline for future research to further elaborate on the understanding of goodwill and generate improvements to its current accounting design.

Made available in DSpace on 2016-04-25T18:40:39Z (GMT). No. of bitstreams: 1 EdigarBernardoDosSantos.pdf: 1215755 bytes, checksum: 0867829a5c069c9043ccc11ad6c7aaa4 (MD5) Previous issue date: 2005-05-31 / Boosted by the acceleration in the economic globalization, the increase of the business competition, the work to synergy, the scale gains and the exponential growth in development of the technology of information, companies increased their international transactions such as mergers, acquisitions, joint ventures, issuance of debt securities, access to the public market of stocks abroad, etc. These transactions require exchange of accounting information in an international language. As the United States is considered one of the most important financial market in the world, the main objective of this narrative is the comparative analysis of the accounting standards and taxes applicable to the operations of business combinations in the United States and Brazil. Primary, it was presented some statistics about business combinations, followed by a conceptual and literature review. In the chapters called accounting procedures for the operations of business combinations in the United States and Brazil, the main accounting standard issued in each country is analyzed, with special focus on the definitions, accounting records, criteria of evaluation, consolidation needs and disclosure requirements. In the comparative chapter the main similarities and differences between the standards of the two countries are presented, followed by commentaries with opinions and recommendations. In the following chapters, called taxes aspects related to the operations of business combinations in Brazil and the United States, the main legal definitions related to the taxation of the capital gain and the possibilities of taxes deduction of the amortization of goodwill are evaluated. In the comparative chapter of the taxes aspects is presented where the criteria of the two countries are compared. The methodology was based in an exploratory research and in the comparative method. Finally, it was concluded there are not relevant differences between the accounting standards of the business combinations in the two countries, except for the amortization of goodwill and accounting record of negative goodwill. In relation to the taxes aspects, the tax deduction of goodwill is permitted in the two countries, however in different periods and the capital gain in the sale of the permanent investments is subject to taxation in both, but the Brazilian rules allow the tax planning. / Impulsionadas pelo acelerado fenômeno da globalização econômica, crescimento da competitividade, busca de sinergia, ganhos de escala e a exponencial evolução da tecnologia da informação, as empresas passaram a realizar cada vez mais transações internacionais, tais como: fusões, aquisições, joint ventures, emissão de título de dívida, lançamento de ações no exterior etc. Essas operações requerem troca de informações contábeis em linguagem internacional. Considerando-se os Estados Unidos um dos principais mercados financeiros mundiais, esta dissertação teve como objetivo principal a análise comparativa das normas contábeis e tributárias aplicáveis às operações de business combinations, nos Estados Unidos e no Brasil. Inicialmente, apresentam-se algumas estatísticas de operações de business combinations, seguidas de revisão conceitual e da literatura. Nos capítulos denominados procedimentos contábeis para as operações de business combinations nos Estados Unidos e no Brasil, analisam-se as principais normas contábeis vigentes em cada país sobre business combinations, com destaque para as definições, registro, critérios de avaliação, necessidades de consolidação e obrigatoriedade de divulgação. No capítulo comparativo, apresentam-se as principais similaridades e diferenças entre as normas dos dois países, seguidas de comentários, opiniões e recomendações. Nos capítulos seguintes, denominados aspectos tributários relacionados às operações de business combinations nos Estados Unidos e no Brasil, avaliam-se as principais definições legais relacionadas à tributação do ganho de capital e as possibilidades de dedução fiscal da amortização do ágio ou goodwill. No capítulo comparativo dos aspectos tributários, confrontam-se os critérios utilizados em cada um dos países. A metodologia foi fundamentada na pesquisa exploratória e no método comparativo. Finalmente, verifica-se que não há diferenças relevantes entre as normas contábeis para as operações de business combinations nos dois países, exceto quanto aos critérios para amortização do goodwill e registro do goodwill negativo. Em relação às normas tributárias, verifica-se que a dedução fiscal do goodwill é permitida nos dois países, mas em prazos diferentes, e que o ganho de capital na alienação de investimentos está sujeito à tributação em ambos, mas as normas brasileiras permitem o planejamento tributário.

This thesis describes the possibilities of combining of companies, their legal regulation and tax imppact according to laws of the Czech Republic, and the accounting handling of such corporate transactions under Czech accounting rules and under IFRS.

This graduation thesis is concerned with impacts on equity which are caused by some of selected operations with company (whole company investment, merger). The explanation of essence and elements of equity is basis of understanding. Particular operations with company are specified in light of commercial law, accountancy and taxes. Special attention is paid to questions of revaluation. The application of different valuation base has got a fundamental impact upon value and structure of equity.

Following no strict legal or institutional definition, restructurings relate to renegotiations of within the firm - as a nexus of contracts - combined agreements. This cumulative dissertation focuses on renegotiations that are triggered by financial distress and that are conducted with current or potential debt- and shareholders. In form of a literature review, the first manuscript systematizes the bargaining dynamics between existing capital providers and their influence on the choice for in- or out-of-court firm reorganizations in Germany and the United States. How the renegotiations of existing payment obligations are reflected in financial instruments accounting according to the IFRS and the capital structure of the distressed firm is further elaborated in a case-based instructional resource. The second part of the dissertation discusses restructurings through the acquisition of the distressed target. Specifically, the phenomenon of negative goodwill is studied that arises in business combinations with acquisition costs that are lower than the fair value of the targets’ net assets. For the exemplary case of Germany, manuscripts three and four examine the frequency, materiality and reasons for the by the IASB as anomalous acclaimed phenomenon together with investors’ reactions to such transactions.:I. Restructuring Under Distress, Essays on Corporate Finance and Financial Reporting: An Overview 1. Introduction 2. Overview and Findings References II. Capital Structure and the Choice Between In- and Out-of-Court Reorganization: A Literature Review 1. Introduction 2. Theoretical Background on Reorganization Choices 3. Methodology 4. Analysis 5. Research Implications and Discussion 6. Conclusion References III. The Hardest Cycle Climb at TCC: A Financial Instruments Case 1. Case Manuscript 2. Case Guidance 3. Case Solutions References IV. Frequency of and Reasons for Bargain Purchases: Evidence From Germany 1. Introduction 2. Conceptual Background 3. Empirical Evidence 4. Conclusion and Avenues for Future Research References V. Does Underpayment Pay the Acquirer? An Event Study on Bargain Purchases 1. Introduction 2. Conceptual Background 3. Prior Literature 4. Sample Selection 5. Methodology 6. Results 7. Conclusion References

The principal goal of this research study was to critically evaluate the current accounting treatment of purchased goodwill in terms of a theoretical framework established, including an evaluation of the true nature of goodwill. The main conclusion of this study is that goodwill is an intangible asset representing various intangible factors contributing to the enterprise's earning capacity and providing returns in excess of a normal return on assets employed for which an acquiring enterprise is willing to pay an amount in excess of the fair value of the identifiable net assets acquired. The cost of purchased goodwill is measured as the difference between the total purchase price and the fair value of the net assets acquired after ensuring that all assets, tangible and intangible, had been properly identified. Purchased goodwill should be amortised over the estimated period that the enterprise is expected to benefit from the acquisition of the goodwill. / Financial Accounting / M. Com. (Accounting Science (Applied Accountancy))

The graduation thesis is targeted at the issue of accounting methods for business combinations. The main goal of the thesis is to describe and compare tree basic accounting methods for business combinations -- purchase method, pooling of interests method and new entity method, especially in terms of the International Financial Reporting Standards and the U.S. Generally Accepted Accounting Principles. Essential part of the thesis is dedicated to the historical development of harmonization of business combination accounting. Changes in calculation of goodwill are also included.

The basic aim of the diploma thesis is to cover the issue of accounting for business combinations, especially focus on accounting methods for business combinations -- concretely purchase method, new-entity method and pooling of interests method. The basis of the whole work is to focus on the methods, their historical development, set them in context with IFRS, US GAAP and czech accounting environment and finally to compare the methods.

Work is about corporation mergers in the first place in Czech Republic and about valuation issues. It brings comprehensive view into particular business areas in which are mergeres concerned. It is going about business-legal area, tax and accounting area. Particular sections about these areas are supplemented by the role of the expert in valuation and his opinion. Whole work is ilustrated by the exapmple from praxis.

This thesis is focused on mergers with an emphasis on valuation. It deals mainly with economic, legal, accounting and tax aspects. These aspects are enriched by the amendment of laws that come into legal force from 2012. The thesis is complemented by expert valuation process, without which most of the mergers could not be realized. Final part of this thesis describes concrete national merger of three companies stating the accounting treatment.