Making Acquisitions Transparent
Goodwill Accounting in Times of Crises
Published in January 2011
Book
Paperback/Softback
86 pages
978-3-934803-49-7 (ISBN)
Description
In this study we provide a detailed assessment of the financial reporting related to
business combinations (i.e. acquisitions) and impairment testing of assets, in particular
goodwill, provided by leading stock-listed European companies in their year-2009 IFRS
consolidated financial statements.
The respective standards - IFRS 3 "Business Combinations" and IAS 36 "Impairment
of Assets" - are controversial. When the International Accounting Standards Board
(IASB) introduced them in 2004 far-reaching changes were brought about. In particular,
the acquisition method, the only method allowed to account for acquisitions, involves
the measurement at fair values of all assets, liabilities and contingent liabilities of
the acquired entity at the acquisition date. Goodwill from acquired companies is not
amortised anymore on a regular basis. Instead companies must perform a goodwill
impairment test at least annually, which is time consuming, complex and requires
specific valuation expertise. Furthermore, the IFRSs require companies to disclose
extensive and very detailed information in the notes to their financial statements.1
The IASB claims that the new accounting rules, including the disclosure requirements,
will improve transparency and will allow investors to better assess the financial
consequences of acquisitions and, thereby, the quality of the company's management.
Critics, however, point to the complexity of the IFRS rules for business combinations
and impairment testing of goodwill, and to the high costs of implementing and applying
them. The widespread use of fair values is also contentious; it is argued that fair value
estimates are highly subjective and open to manipulation when liquid markets do not
exist for the assets and liabilities in question. Similar criticisms are brought forward
against the "impairment-only approach" pertaining to goodwill. It is argued that the
goodwill impairment test relies on subjective estimations and forecasts and is thus hard
to verify by the auditors. Finally, doubts are raised about the usefulness of the extensive
footnote disclosures.
business combinations (i.e. acquisitions) and impairment testing of assets, in particular
goodwill, provided by leading stock-listed European companies in their year-2009 IFRS
consolidated financial statements.
The respective standards - IFRS 3 "Business Combinations" and IAS 36 "Impairment
of Assets" - are controversial. When the International Accounting Standards Board
(IASB) introduced them in 2004 far-reaching changes were brought about. In particular,
the acquisition method, the only method allowed to account for acquisitions, involves
the measurement at fair values of all assets, liabilities and contingent liabilities of
the acquired entity at the acquisition date. Goodwill from acquired companies is not
amortised anymore on a regular basis. Instead companies must perform a goodwill
impairment test at least annually, which is time consuming, complex and requires
specific valuation expertise. Furthermore, the IFRSs require companies to disclose
extensive and very detailed information in the notes to their financial statements.1
The IASB claims that the new accounting rules, including the disclosure requirements,
will improve transparency and will allow investors to better assess the financial
consequences of acquisitions and, thereby, the quality of the company's management.
Critics, however, point to the complexity of the IFRS rules for business combinations
and impairment testing of goodwill, and to the high costs of implementing and applying
them. The widespread use of fair values is also contentious; it is argued that fair value
estimates are highly subjective and open to manipulation when liquid markets do not
exist for the assets and liabilities in question. Similar criticisms are brought forward
against the "impairment-only approach" pertaining to goodwill. It is argued that the
goodwill impairment test relies on subjective estimations and forecasts and is thus hard
to verify by the auditors. Finally, doubts are raised about the usefulness of the extensive
footnote disclosures.