Le scissioni che non costituiscono aggregazioni aziendali in ambito IAS/IFRS

Demergers are an important way of corporate restructuring/acquisitions and have moved 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 under common control – that is a transaction in which all the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination – currently it is excluded from the scope of IFRS 3. According to US GAAPs and practice, common control transactions are generally accounted for at the carrying amount of the net assets or equity interests transferred, rather than at fair value. This paper aims at analyzing which types of demerger fall inside the definition of business combinations under common control and how pooling of interests method shall be applied to them.