انواع همکاری در ترکیبات کسب و کار
Abstract
1- Purchased goodwill and types of synergies in businesses combinations
2- Purchased Goodwill and the types of synergies in Microsoft-LinkedIn transaction
3- Conclusions
References
Abstract
According to International and national accounting bodies such as the IASC or the FASB, purchased goodwill is considered, in the present, an intangible asset that appears as a result of the acquisition of one company by another, for a price premium. It is the amount that makes the balance between the purchase price of the target company and the value of all identifiable acquired assets (tangible and intangible) and liabilities. From an economic point of view, this price premium that is paid in businesses combinations must be justified by the estimated future additional net profits and free cash-flows that can be obtained by the acquiring company as result of investing in the target company. One of the most important sources of these additional earnings are the estimated synergies between the companies implied in combination. These can explain the significant price premiums paid in most acquisitions made by strategic investors. This paper focuses on the Microsoft-LinkedIn transaction, trying to identify the price paid in this acquisition, the size of the purchased goodwill and, the value and types of synergies that have been estimated for this combination of companies.
1-Purchased goodwill and types of synergies in businesses combinations
The introduction of the new accounting standards for business combination in USA (SFAS 141 in 2001) and Europe (IFRS 3 in conjunction with IAS 38 in 2004) has change fundamentally the accounting for business combinations, making them largely comparable between the European Economic Area and the United States. In the United States, the process of accounting in the case of business combinations is conducted in accordance with the Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards No. 141 (revised 2007) “Business Combinations” (“SFAS 141r”) and SFAS 142 “Goodwill and Other Intangible Assets” (“SFAS 142”). In Europe the two standards mainly regulating this process are IFRS 3 Business Combinations and IAS 38 Intangible Assets. According to SFAS 141 a business combination occurs when an enterprise acquires the net assets that constitute a business or equity interest of one or more enterprises and obtains control over that enterprise or enterprises. One of the main features of IFRS 3 and SFAS 141 is that these require using the acquisition method as tool for accounting the business combinations. Under this method, the acquiring company must recognize, in its consolidated financial statements, the individual assets and liabilities (including contingent liabilities) of the acquired company. This recognizing is the result of conducting of a purchase price allocation process (PPA). This process (PPA) is the accounting practice that implies allocation of the acquired company`s cost to the Fair Value of acquired assets and liabilities (including contingent liabilities). The procedure includes also the establishing the useful lives of acquired identified assets.