会计、税务及并购估值.ppt

Accounting, Taxes, and MA Valuation What Every Investment Banker Needs to Know MA Accounting Depending on the characteristics of a merger or acquisition transaction will be accounted for as a: purchase combination or a pooling-of-interest (pooling) combination. Purchase Method Accounting Purchase accounting requires the acquirer to record in its financial statements the fair market value of all assets acquired. Both tangible and intangible, and liabilities assumed. The fair value of an asset is generally its market or appraised value, and liabilities are generally valued on a present value basis. Any excess or residual purchase price over the fair value of the net identifiable assets is considered goodwill that must be recorded as an asset and amortized over its useful life or a maximum of 40 years. Pooling Method Accounting The pooling method accounts for a combination of two firms as a union of the ownership interests of the two previously separated groups of stockholders. No sale or purchase is considered to have occurred. The assets and liabilities of the combining firms continue to be carried at their book values, that is, on the basis of their historical costs. Any goodwill carried on the target’s books prior to the merger continues to be carried on the merged firm’s books at its historical cost, but no new goodwill is recognized as a result of the pooling. The stockholders’ equity of the merged firm is recorded at the sum of the book values of the two firms. Pooling-of-Interest Treatment Twelve Criteria For A Pooling of Interests Merger Attributes of the Combining Companies Autonomous (two-year rule) Independent (10% rule) Manner of Combining Interests Single transaction (completed in one year following the initiation) Exchange of common stock (90% substantially all rule) No equity changes in contemplation of combination (two-year rule) Shares reacquired only for purposes other than combination No change in proportionate equity interests Voting rights imme