Principi contabili internazionali per le aggregazioni aziendali

The work intends to analyze the different accounting methods of business combinations applied from time to time by the international accounting standards.
The international accounting standards that have governed business combinations over time have been the following:
- IAS 22 “Business Combinations”, issued by the Iasc in November 1983, revised and modified several times;
- IFRS 3 “Business Combinations”, issued by IASB, replacing the previous IAS 22, on March 31, 2004 and implemented by the European Commission with Regulation no. 2236 of December 29, 2004;
- IFRS 3 Revised “Business Combinations”, issued by the IASB on 10 January 2008 and implemented by the European Commission with Regulation no. 495 of June 3, 2009.
Even this latest version has undergone some changes, the most recent following the post-implementation review process (PIR) which ended with the approval of the IASB on 22 October 2018 and implemented by the European Union with Regulation no. 551 of 21 April 2020. The amendments introduced a more restrictive definition of business activity and an (optional) concentration test to assess whether the transaction relates to a simple asset or a group of assets or, alternatively , a business activity.
In 2020, the IASB updated the standard to the new version of the "Conceptual Framework for Financial Reporting" approved in March 2018.
As for the influences of the various consolidation theories on the accounting methods of business combinations, IAS 22, providing for two different methods of recognition, the pooling of interests and the purchase method, referred to the Theory of Ownership and the Theory of the Parent Company.
IFRS 3, having excluded the option for the accounting method represented by the pooling of interests and having identified the only applicable method in the purchase method, adopted the Parent Company's Theory in the Modified version.
The IFRS 3 Revised, introducing, albeit as an optional choice, the new detection method constituted by the acquisition method marks the decline of the Theory of the Parent Company in favor of the Theory of Entity. The new method, in fact, providing for the recognition of goodwill for its entire amount (full goodwill approach), considers the group as a single entity of which the consolidated financial statements must express the entirety of the assets owned, without distinction between the interests of the parent company and minorities.
In the first part of the study, after an introductory chapter that traces the choices made by the European Union to favor the process of accounting convergence and describes the role played by the various actors (IASB, European Union, Member Countries, National Standard Setters) in the issue , approval, interpretation and application of international accounting standards, the changes that have occurred in the accounting discipline of business combinations are examined, from the introduction of IAS 22, to IFRS 3, and IFRS 3 Revised, paying particular attention the contents of the purchase method and the acquisition method.
Subsequently, the three main extraordinary transactions are analyzed, mergers, demergers and contributions, to understand in which situations the international accounting standard IFRS 3 Revised is applied and in which contexts it cannot be applied in compliance with the principle of prevalence of substance over form.
Unlike the Italian accounting principles which consider the legal form chosen to give life to the business combination, the international standards value the substance of the transaction and, therefore, extraordinary transactions find different accounting representation depending on whether or not they carry out business combinations according to the meaning envisaged by the interna