Uma das alterações foi a contabilização dos custos relacionados com a operação, que não deverão ser ativados, podendo afetar o resultado. Anteriormente, estes custos eram considerado como parte do valor da compra e incluídos no ativo.
Under the new accounting rules, these fees will be considered an expense as incurred and have to be written off against profits. The move could seriously cut into the profits of companies engaged in major transactions, with bills for advisers sometimes running to hundreds of millions of dollars. Moreover, as deal costs are expensed when they are incurred, the appearance of significant spikes in such expenses could raise questions about potential acquisitions that are still confidential.
Under both regimes, the changes begin taking effect for financials in fiscal 2009.
However, the change is designed to make company financial statement more transparent so investors have a better idea of how funds are parceled out.
Additionally, both sets of standards require that acquirers recognize contingent liabilities (a current obligation that results from a future event, such as a lawsuit settlement) at the acquisition date, and that changes in the value of the liabilities after the acquisition date are recognized in accordance with existing rules governing contingent considerations.
Another change will be in so-called step, or partial, acquisitions. These occur when a company that holds stock in a target company acquires additional shares to take control of the target. Similar to FASB's new merger rules, (FAS 141R) IFRS 3 does not require companies to fair-value every asset and liability at each stage of a step acquisition to calculate goodwill. Instead, goodwill is now measured as the difference (at the acquisition date) between the combined value of the existing holding in the target and the value of shares transferred, and net assets acquired.
But differences between the two sets of rules still remain. While the international standard allows an acquiring company to measure minority interest in a target company either at fair value or at its proportionate share of the target's identifiable net assets, the domestic standard requires minority interests to be measured at fair value.
The two boards also have different definitions of control as it pertains to business combinations. A transaction defined under IFRS as a business combination may not be considered one under FAS. The IASB board expects to address the discrepancy sometime this year.
Another difference the IASB will take on this year is the definition of fair value. IFRS 3 bases fair value on the exchange value of an asset or liability, while U.S. GAAP defines fair value as an exit value. In addition, there is a split between the two boards regarding the threshold for recognizing contingent liabilities. IFRS 3 requires recognition of a liability if it can be reliably measured, while FAS 141R requires management to be more than 51% sure that the contingency is likely. (...)
Merger accounting standards converge - Donna Block - The Deal
Qual o impacto para avaliação de empresas?
Veja o que diz o Financial Times:
New accounting rules are set to hit profits at acquisitive companies around the world, and could put a damper on the urge for future deals.
