Business Combinations nei principi contabili internazionali

The accounting of Business Combinations (acquisitions, mergers, demergers, conferral of branch, etc.), ruled by the international accounting standards issued by the IASB and approved by the European Union (IAS 22, IFRS 3 and IFRS 3 Revised), has undergone a profound evolution over the years.
After considering the reasons that in 2004 led to the implementation of the new international accounting standard IFRS 3 - Business Combinations, the work focuses on the "Purchase method", the new accounting method that marks the definitive overcoming of the "Pooling of interests " accounting method (Ias 22) which was oriented to the preservation of the historical values of the acquiree in the acquirer.
The four phases that characterize the procedure in which the "Purchase method" is substantiated (identification of the acquirer, determination of the acquisition date, determination of purchase price of the aggregation, allocation of the purchase price) are analyzed as well the impacts related to its application to the consolidated financial statements of the parent company are explained.
The new accounting method includes in the consolidated financial statements the entire amount of the assets and liabilities of the acquiree expressed at fair value as well as the goodwill, given by the difference between the purchase price and the fair value equity of the acquiree (goodwill if positive or badwill if negative), limited to the shareholding held in the acquiree by the parent company (partial goodwill approach) and this in line with the Parent Entity Theory on which the method is based.
The joint commitment of IASB and FASB to achieve a progressive harmonization of accounting standards worldwide, has led IASB to approve a revision of IFRS 3 in 2008.
IFRS 3 Revised better clarifies the scope of the application of the standard (limiting the application to business combinations in which there is an effective transfer of a business control from one entity to another), clarifies the concept of business activity , and introduces the "Acquisition method" for the accounting of business combinations.
Consistent with the analysis carried out for the "Purchase method", the work examines the phases that characterize the application of the new accounting method (identification of the acquirer, determination of the acquisition date, identification and measurement of the acquired assets and liabilities as well as of the minority interests, recognition and assessment of goodwill) and the impacts related to its application to the consolidated financial statements of the parent company.
The "Acquisition method" provides for the recognition in the consolidated financial statements of the entire amount of the assets and liabilities of the acquirer valued at their fair value at the acquisition date. It also introduces the full goodwill approach which, in accordance with the Economic Entity Theory, considers the group as a unitary and autonomous subject without distinguishing between the interests of the parent company and minorities. The full goodwill approach implies the inclusion in the financial statements of the parent company of the entire amount of the goodwill paid for the aggregation.
In the second part of the study, the three main business combinations (merger, spin-off and conferral) are then analyzed in order to understand in which situations the IFRS 3 Revised accounting standard applies and in which contexts it can not be applied in accordance with the principle of substance prevalence over form.
Unlike the Italian accounting principles that consider the legal form chosen to give life to the business combination, international standards enhance the substance of the transaction and, therefore, extraordinary transactions find different accountin