OPERAZIONI STRAORDINARIE E BILANCI CONSOLIDATI

Knowledge and understanding. The course is intended to provide advanced knowledge and specialized skills about financial, managerial, legal, fiscal aspect of Mergers, Acquisitions, Corporate Spin-offs and Asset stripping, changing Legal Status, voluntary winding-up. In addition, the course aims to deepen the knowledge of consolidated financial statement of groups.

Applying knowledge and understanding. The students will be able to use and apply different methods for estimating the value of companies, also in relation to these operations, preparing and editing business valuation reports; to assist, support and lead to carry out the related operations of mergers, acquisitions and other business combinations undertaken by companies in terms of this issues: financial (included bookkeeping and preparing financial reporting, balance sheet, income statements), managerial, legal and fiscal.

Making judgments. The student will be able to compare under different aspects the business combinations, evaluating their impact on the the business systems concerned. Furthermore, the student will acquire the skills useful for  the consolidated financial statements of groups.

Communication skills. Based on the knowledge acquired, the student will be able to develop communication and interpersonal skills for business consultancy and to make accounting assessments, acquiring the ability to express in oral form all the fundamental aspects of the discipline in a multidisciplinary perspective.

Learning skills. The study of the discipline will allow the student to: acquire the knowledge and skills necessary to apply the main methods of valuation of the company in the various hypotheses of extraordinary transactions; draw up the main accounting records connected to the individual transactions and the related economic calculations required; recognize the guiding principles for the preparation of the interim financial statements and for the extraordinary ones in the context of the various transactions involved; read and interpret the individual legal regulations (civil and fiscal) governing the individual institutes of absolute and / or relative termination. Furthermore, the student will be able to carry out the consolidation operations; to determine and to record the tax impacts deriving from the consolidation; to draw up a consolidated financial statementt according to national and international legislation.

The course’s contents are articulated as follows: distinctive elements and general principles of financial statements for merger and acquistion operations; analysis of corporate-economic motives, aspects of civil law, accounting scriptures, and fiscal considerations of Mergers, Acquisitions, Corporate Spin-offs and Asset stripping, changing Legal Status, voluntary winding-up. At the end, accounting aspects of business combinations according with international accounting principles will be analysed.

If the teaching is given in mixed or remote mode, they can be introduced the necessary changes with respect to what was previously stated, in order to comply the planned program and reported in the syllabus.

1.            Fornaciari L., Le operazioni straordinarie tra normativa nazionale e principi contabili internazionali, Giappichelli Editore, 2020
2.            Prencipe A., Mancini C., Tettamanzi P., Bilancio consolidato, Egea, 2021 capp.1-8
   

1. Corporate-economic motives of business combinations

2. Corporate Spin-offs and Asset stripping

3. Changing Legal Status

4. Mergers

5. Acquisitions

6. Voluntary winding-up

7. Methods of consolidation

8. Balance sheets of groups 

9. Fiscal aspects of Merger

10. Changing Legal Status accounting records