Le scissioni quali aggregazioni aziendali secondo i principi contabili internazionali

Demergers are an important mode of corporate restructuring/acquisitions and have evolved from plain simple transactions involving transfer of assets and liabilities for a proportionate share of equity to more complex structures. Under IFRSs, according to the principle of substance over form, there are no standards directly addressed to transactions like demergers, mergers, acquisitions because the legal form of the deal is not relevant to accounting for these transactions in the financial statements. Contrary, what matters for the reporting entity is whether the demerger meets the definition of business combination, and so accounted for in accordance with its requirements. When the demerger is defined as a business combination – that is a transaction in which an acquirer obtains control of one or more businesses – it shall be accounted for according to IFRS 3, Business combinations. This standard requires to apply the acquisition method that involves the fair value measurement and recognition of identifiable assets acquired and liabilities assumed. Applying the IFRS 3 to demergers means considering only those that involve a change of control over the business transferred and leaving aside business combinations under control (i.d. intragroup transactions) and deals that involve a single asset only. This paper aims at analyzing which types of demerger fall inside the scope of IFRS 3 and how acquisition method shall be applied to them.