Research On Enterprise Merger Earnings Management Under Non - Same Control

As an important research direction of contemporary accounting, both theory and practice field, earnings management has always been a hot research topic. In order to enable itself to obtain the biggest benefit, in the preparation of consolidated financial reporting and disclosure enterprise merger accounting information, enterprise management authorities often use the choice of accounting method, accounting estimate change and accounting method of point selection, transaction control, within the scope of meet the requirements of rule of law to influence the process of preparation of financial reports. Financial report preparation process is essentially a reflection of the accounting information, the surplus profit is just a part of the accounting information, under the information view, we generalized the earnings management can be defined as a under the precondition of legal compliance, by using the choice of accounting method, accounting estimate change and accounting method of point selection, transaction control methods to influence the whole process of accounting information disclosure. Own business combination codes of our country stipulates was first released in 2006, combined with the actual situation of our country, the principles of corporate consolidation types were divided into two categories, namely, under the same control and not under the same control, in a business combination not under the same control conducted its biggest characteristics is involved in the process of merging of enterprise in the merger before and after the relationship does not exist a certain control, that is not controlled by one party or the same in every way. Modern enterprise merger, the different regions, different countries, different areas of the merger, the majority belong to the same control combined form. These mergers will produce a lot of accounting information, involving a large number of accounting, and standardize the accounting treatment of accounting standards can’t change, it might make the enterprise is in its interests to consider to choose to carry on the earnings management, excessive earnings management will have a negative impact to the accounting information quality, may be the cause of accounting information distortion problem. In order to solve this problem, this paper chose the business combination not under the same control perspective, combined with the actual case, the research about enterprise merger business, involving related to earnings management problems are discussed. Peace of mergers and acquisitions in China based on SDB, for example, has carried on the detailed analysis to its entire merger detail, finally it is concluded that the few emphasis of earnings management, first, the control of the identified:business combination types of defining the core is the control of cognizance. According to the special requirements of banking regulation, China’s ping an option in the process of mergers and acquisitions consolidation types not under the same control target SDB improve its capital adequacy ratio is more advantageous to m&a, China’s ping an operating means in the process of the related with by more than 30% stake, don’t send directors, no impact on the surface and time, namely in SDB share reached 29.99% in the 12 months after complete the m&a, so as to make the SDB in pingan bank merger both under the same control. Second, fair value treatment:in the process of a deal, for a target with the fair value of the different assessment method, using fair value evaluation difference to maximize their own interests. Third, the cognizance of the acquisition date:when choosing which one day become a date considering the SDB’s share price, to improve China’s ping an before the fair value of the 29.99% of its stake, reducing the differences of the book value of the part with the shares, the investment loss is reduced. Fourth, the paper also discusses the difference between multiple transactions implemented step by step and the package. Finally, combining with the actual case the conclusion, the article puts forward should continue to standardize the cognizance of the control and the evaluation of fair value to perfect the accounting standards, thus inhibiting excessive earnings management on this time.