Il trattamento contabile delle scissioni “inverse”: criticità alla luce degli standard di riferimento

(Critical considerations on accounting for “reverse” demergers) This paper analyzes the phenomenon of (dis)aggregation feasible through the extraordinary operation of demerger. In particular, after recalling the characteristics of demergers and the relating civil law aspects, the article examines "reverse" demergers. This category is interpreted in light of the international accounting principles for business combinations. The work, therefore, focuses on two main models: on the one hand, demergers that constitute a "reverse acquisition", ie transactions with transfer of control. In short, the legal acquirer becomes the accounting acquired as a result of a substantial increase in its capital – due to the demerger – in the measure that it causes the loss of control. On the other hand, reverse demergers in the strict sense are considered by observing pre-existing investment relationships between the entities involved in the transaction, where the beneficiary is controlled ex ante: in this way, the operation produces a only formal transfer between entities under common control. While the first model may have a realization scope, the second shows a reorganization purpose with reference to the participating companies. Numerical examples are provided for a better understanding of the theoretical accounting approaches addressed to the solution of some important practical problems reconnected to the preparation of financial statements accordingly to the international perspective.