Research On The Accounting Treatment Of Shell Resources In Private Placement Mergers And Acquisitions Of Listed Companies

With the accelerated development of China's capital market,Listed companies are increasingly using additional shares as consideration for mergers and acquisitions.Compared with cash-paid mergers and acquisitions,the amount of goodwill recognized in private placement mergers and acquisitions is higher.The main reason is that the private placement shares as consideration contain an equity premium(that is,the value of shell resources).This equity premium will lead to an unrealistically high M & A target price,which in turn will lead to an unrealistically high goodwill,that is,the value of shell resources of private placement shares is included in the goodwill.Under the background of strict examination and limited number of listing qualifications of Chinese enterprises,the "shell" of listed companies is characterized by scarcity and high value.When the high-value shell resources are included in the goodwill,an inflated goodwill will be formed,which makes the accounting information of goodwill unable to reflect the nature of goodwill and economic essence,contrary to the quality requirements of the relevance and reliability of accounting information.Moreover,the large amount of goodwill has a large impairment risk and earnings management space in the later period,which will affect the usefulness of financial reporting decisions and the evaluation of fiduciary responsibilities.Research Issues: This paper studies the accounting treatment of shell resources in private placement mergers and acquisitions of listed companies,and specifically discusses whether shell resources should be stripped from goodwill in the listed company mergers and acquisitions,whether shell resources can be individually recognized as intangible assets and their subsequent measurement methods,in order to obtain a more reasonable accounting treatment method for shell resources in private placement mergers and acquisitions of listed companies.Research ideas: First,analyzes the situation in which shell resources are included in goodwill in both forward and reverse mergers and acquisitions of listed companies,points out that the contradictions and problems in reverse mergers and acquisitions are more prominent,and select the case of Shanghai Huaming reverse merger and acquisition of FINCM Co.,Ltd for research;Secondly,demonstrate the process and results of the initial confirmation of goodwill in the calculation case,analyze the source of its large amount of goodwill,and further explore whether shell resources should be included in goodwill,as well as the initial recognition and subsequent measurement of shell resources;Finally,through the analysis and evaluation of the case accounting treatment,points out its contradictions and problems,combined with the previous analysis,puts forward the accounting treatment suggestions for the case,and obtained the conclusion of the accounting treatment method of shell resources in the reverse merger and acquisition of the listed company,and extends the conclusion to the private placement mergers and acquisitions of the listed companies.Research conclusion: In the private placement mergers and acquisitions of listed companies,the value of shell resources in M & A transactions should be separated from the goodwill through the value measurement of shell resources and separately recognized as an intangible asset.Shell Resources will conduct subsequent impairment tests at the end of each year.If any impairment occurs,an impairment provision will be made.Research value and innovation: There are few existing studies on accounting treatment of shell resources.This paper innovatively proposes that the accounting treatment of shell resources in private placement mergers and acquisitions of listed companies,and explores whether shell resources can be separated from goodwill and separately recognized as intangible assets.Not only can it enrich the theoretical research on accounting,but also solve the practical problem of identifying a large amount of goodwill with the value of shell resources in private placement mergers and acquisitions of listed companies.It makes accounting information more truly reflect the essence of factors and the essence of economic business and has theoretical and practical implications.