합병회계에 관한 연구

장영환 청주대학교 대학원 1981 국내석사

"Business Combinmation" means that more than two Companies are Combined to one Company by a Contract. The method in which business Combiantions are recorded has important consequences on selected financial data, on many finacial ratios, and on invetment analysis. The accounting treatment of business combinations must fall into one of two categories: "purchases" or "pooling of interest" Under purchase accounting,the assets acquired in a business combination are recorded on the books of the acquiring corporation at the fair market value of the property acquired. Under pooling of interests accounting, the book values of constituents are retained in the accounts of the continuing company,without adjustment to fair market values at the date of the transaction. Under each category many different recording practices have been held to be in accordance with generally accepted accounting principles. Some practices, such as partial pooling, bargain purchase, retroactive pooling,actually overlap into both categories. The existing variety of pooling-purchase accounting treatments permits so much inconsistency in finacial reports that these reports are frequently confusing and misleading. In substance,most business combination are acquisitions of one or more going concerns by dominant enterprise, accountability for such acquisitions should reflect the point of view of the continuing enterprise. The purchase price of a going concern represents a capital investment from the point of view of the acquiring enterprise. To Promote sound and informative financial reporting most business combinations should be accounted for as purchase in the context of an investment decision, for in this way financial statements present fairly the enterprises financial position and results of operations. From the point of view of the dominant "buyling" enterprise at the time of a business combination,the purchase treatment(relative to pooling)requires a complete and realistic accounting for the additional capital invested dy it to acquire the selling company. The pooling of interests technique is incompatible with the investment concept of a business combination. In genearl,pooling of. interests should be discontinued, because it fails to account for all the costs of buying a business. It is common knowledge in business that going concerns are sold at amounts widely divergent from book values,recorded values of properties on the books of the acquired company are generally irrelevant to the investment decision and should not be assumed to express the total cost of the acquisition to the buying organization. Now a days,Korean government has promoted the business combinations to strengthen the power of international competition and not to waste the resources. we usually choose "Pooling of Interests Concept" in Korea. After the purchase price of a business combination is established,part of the acquisition cost should be assigned or allocated to current assets,tangible fixed assets,and sundry assets on a reasonable basis-at amounts representing the fair value of such assets at the time of purchase. Any amount remaining may be considered to represent the investment in intangibles. The main objective in allocating the purchase price of a business combinaion is "to spread th cost realistically over the assets purchased so that financial position will be fairly stated and,upon realizaion of the assets purchased,income will be reflected in a reasonable manner." At the time of business combination, a careful process of evaluation is required to determine as closely as possible the exact nature of the intangible assets acquired. Any portion of the purchase price that can be resonably identified with limited-term intangible fixed assets (such as patents, copy-rights and fixed-term franchises) should be amortized over their estimated period of usefulness. When the intangible is deemed an investment possessing an important income-producing factor and having no determinate life,and when the policy of the enterprise is to maintain fully the value of the investment(by high-quality products or services and by continued advertising, research and development, and other maintenance expenditures-all of which are charged to current operations),the cost of the intangible investment should not be amortized against revenues or written off to retained earnings. "Unless and until there is permanemt impairment in earning power". I've explained the essence of amalgamation and the items which has many problems in the treatment of business combinations accounting. Especially I emphasize one more time the necessity to succeed the several surpluses consisting the "surplus from amalgamaion" as the accounting book sum of the amalgamated company and title of account according to the sources

企業合倂上 課稅制度의 改善方案에 대한 硏究

이상진 東亞大學校 敎育大學院 1988 국내석사

Merger between business Organization is not unfamiliar economic phenomenon in Korea economy. Therefore, It is very important subject to study concerning the system of taxation. Specially, the problem in merger of business organization is direct related to the stockers of mergering corporation and merged corporation. Because of we don't specify accurate and clearly criteria of the merge of business organization, we have much confused in the tax system. This study is attempted to analize the tax system in mergering business and aid to the insufficient tax law. The study of tax system in merger business is following : 1. In case of accounting surplus on business combination and liquidate income, Merger subsidy is established and rules are classified in order to exclude it. 2. In the taxation on the merger of business organization, surplus on business combination is classified in surplus from reduction of capital stock, captial surplus, earned surplus, and evaluation profit and this evaluation profit is only imposed the tax. So, we must prepare sufficient order. 3. The asset succession of merged business organization is generally estimated the value of it's corporation have, and in case of more high price than current value, it is estimated the value of its price. The succession of liability is estimated the value of accountbook which has merged business organization. 4. The disposal gain and loss of incorporation stocks and treasury stocks profit is bring in asset transaction, so tax business is must have rules. 5. In case of counting legal fiction of mergering business organization, capital surplus reserve and assets revaluation reserves are must be exclude. This is the same as in case of asset move in surplus, so it is very sorry that this rules are not exist in current tax law. As the result of this study, the follow of conclusions can be known. Taxation problems about the merge of business organization have many problems, and I would like to propose rational improvement but it was very difficult for me to propose the clear guide to the establishment of rational taxation system on business merger because of my poor ability and limited time allot. I sincerely hope that the subject of this study will help the research of taxation system.

合倂稅制의 改善方案에 관한 硏究

이종열 경희대학교 경영대학원 1993 국내석사

企業合倂에 關한 稅務會計 硏究

황남연 광운대학 산업정보대학원 1988 국내석사

1.오늘날 合倂은 우리 경제에 있어 많이 發生되는 經濟現象이다. 그결과 충분한 硏究를 통하여 合理的인 설계를 하는것은 요즈음에는 어려운 일이다. 특히 合倂의 稅務문제는 合倂法人과 被合倂法人,그리고 被合倂法人의 株主등에게 직접적으로 관계가 있다. 그럼에도 우리나라 現在의合倂에 관한 法은 實務的인 문제들에 관하여 많은 問題點을 가지고 있다. 정부는 어떤 종류의 형태에는 租稅를 자극적으로 課稅할 지라도 合倂에 관한 것은 적극적으로 지원하고 있다. 이러한 상황 하에서 稅務문제에 관한 적절한 지식을 갖는 것과 合倂에 관한 問題를 處理하는 方法을 제시하는 것이 요구된다. 그리고 이런 硏究의 目的은 合倂에 관한 전반적인 問題를 評價하고 合倂에 관한 合理的인 課稅制暖의 方法에 대해 기준을 제시코저 한다. 2 企業의 合倂에 관한 課況間題를 論議하고 그리고 그 과정에서現在課稅制度의 많은 問題點을 發見하게 된다. 그러나 合倂에 관한合理的인 謙稅制度을 확립함은 능력이 부족하고 허용된 시간의 제한 때문에 명백한 기준을 제시하기는 매우 어렵다.

인수합병후 통합전략이 조직의 심리적 성과에 미치는 영향 : 조직몰입과 조직시민행동을 중심으로

김민경 연세대학교 대학원 2003 국내석사

최근 M&A는 급속한 환경변화에 대한 적응력 향상과 고도의 경쟁구도에서 경쟁력을 도모하기 위해 지속적으로 이루어지고 있다. 그러나 인수합병이 성사되고 난 후 성공한 사례는 절반이 되지 않을 정도인데, 이는 인수합병 이후 조직 통합을 달성하는 것이 성공의 열쇠라는 것을 간과하기 때문이다. 이에 본 연구는 통합기업에 있어 조직 구성원의 통합을 위한 관리에 관하여 함의를 제공하고자 선행연구를 토대로 직업안정성, 임파워먼트, 커뮤니케이션, 합병의 공정성, 합병의 투명성을 통합전략으로 도출하였다. 그리고, 이들이 통합조직 구성원 각각의 조직몰입과 조직시민행동에 어떠한 영향을 주고 있는지를 살펴보았다. 본 연구의 결과는 다음과 같다. 첫째, 통합전략에 대한 인식수준에 있어 직업안정성만이 합병기업 구성원과 피합병기업 구성원 간에 차이가 있었다. 이는 합병 이후 피합병기업 구성원은 직업안정성을 가장 심각하게 우려하고 있다는 선행연구들이 본 연구결과에서도 입증되어 합병기업 구성원과의 인식 차이에 있어 직업안정성이 극명하게 차별화된 것이라고 볼 수 있다. 둘째, 통합 조직구성원의 직업안정성에 대한 인식과 합병의 공정성에 대한 인식은 조직몰입에 유의한 영향을 주는 것으로 나타났다. 따라서, 본 연구결과는 합병 이후 구성원들이 자신이 원하여 열심히 일하는 한 계속해서 근무할 수 있을 것이라는 믿음을 가질 수 있도록 하는 것과 합병과정과 합병 이후 전개되는 인력변동과 자원배분의 공정성을 확보하는 것은 유기적인 통합을 창출하는 결정적인 요소가 된다는 것을 보여주고 있다. 셋째, 조직몰입의 매개효과는 직업안정성 및 합병의 공정성과 조직시민행동의 관계에 있어서 유의한 것으로 나타났다. 따라서, 직업안정성을 높게 지각할수록 조직몰입이 높아지고 조직시민행동도 높게 나타나는 것으로 드러났다. 다만, 합병의 공정성에 대한 지각과 조직시민행동과의 관계에 있어 조직몰입의 매개효과는 다소 약한 편이며, 오히려 직접적 관계가 강하다고 할 수 있는데, 이는 공정성이 조직시민행동의 결정요인으로 작용한다는 선행연구가 검증된 것이라고도 볼 수 있다. 본 연구는 M&A의 활성화에 비해 인력관리에 대한 실증적 탐색이 부족한 국내 연구에서 통합전략에 대한 실증적 연구의 시도라는 측면에서 그 함의가 크다고 볼 수 있다. 또한, 인수합병 후 통합을 이루는 변수들을 살펴보고, 그 영향관계를 고찰하여 궁극적으로 구성원의 태도와 행동에 긍정적인 영향을 미치는 변수들을 도출해냄으로써 실무적으로도 의의를 갖는다고 할 수 있다. Recently, M&A deals have been completed in order to have more competitive edge in response to rapid changes and fierce competition in a business environment. However, researches about M&A revealed the fact that only half of those deals were successful and the extent of PMI(Post M&A Integration) was a key in the success of M&A. Thus, this research was initiated for the purpose of giving general ideas on integration of organizations and their employees. These ideas were inducted by pre-studies about the factors as follows; Job security, empowerment, communication, justice in the process of M&A, and transparency in it. After that, it was considered how those factors affected organizational commitment and organizational citizenship behavior. The conclusions made by this research are following; First of all, in the organizations of both the merger and the merged, only job security differentiated the extent of recognizing their integration policy. This means that employees of the merged are more concerned about job security than those of the merger. Also, this paper finds the same conclusion as that of pre-studies that the recognition of job security is the factor which differentiated and characterized these two groups most. Secondly, the recognition of 'job security' and 'justice in the process of M&A' conceived by employees turned out statistically effective and meaningful with regard to the extent of their organization indulgence. This research shows that the critical factors of creating organic integration in organizations are to make them believe that they would be able to keep their job even after the merger if they make great efforts to adjust themselves and to make them think relocation and resource allotment are done with justice. Thirdly, the mediating role of organizational commitment between organizational citizenship behavior and job security, justice in the process of M&A is examined. Therefore, it is proved that the higher extent of recognition on job security results in more organization indulgence and higher extent of organizational citizenship behavior. The relation between the recognition of justice in the process of M&A and organizational citizenship behavior is not likely affected by the effect of mediating role of organizational commitment. They lie in a strongly direct relation rather than being affected by one another. This also reassures the results of pre-studies that justice in the process of M&A decides the extent of organizational citizenship behavior. This research is fairly meaningful in the sense that there have been little empirical studies on human resource management in terms of M&As although there has been some about M&As themselves. It is very practical because it manipulated factors contributed to integrating organizations after M&As and finally figured out the factors which have positive effects on organizational integration.

기업 인수합병의 성공요인에 관한 연구

장창우 전북대학교 경영대학원 2009 국내석사

This research was aimed at classifying, analyzing the Mergers and Acquisition and concluding the strategy in implementing the M&A to help and show enterprises the respect in M&A that would execute the M&A. To accomplish the purpose, literature review was executed in depth, and I classified the types of study in dealing with the M&A such as financial, non-financial and case study. The result are as follows : First, the firms that undertake the M&A process should prepare the management strategy to accomplish the highest synergy effects in implementing M&A. Second, the firms that undertake the M&A process, should prepare and get the broad strategic vision(sight) that live together with merged company, keep up the collaborative relations. Third, the firms that undertake the M&A process, should make the decision of M&A with merged company, after careful consideration, because of the negative reaction in M&A process. Fourth, to succeed M&A process, involved companies would be collaborative, cooperative to get the highest M&A values using the win-win strategy.

企業合倂에 관한 課稅制度의 硏究

김종호 경희대학교 경영대학원 1994 국내석사

海外企業合倂時 株主의 富에 미치는 影響에 관한 硏究

소광섭 京畿大學校 經營大學院 1995 국내석사

The purpose of this study is to measure the significant changcs of stock value effected when a local corporate has acquired or merged foreign one in overseas business, and thereby review the effects of the M & A on its stockholders' wealth. For this purpose, preceding studies were researched into to review the motives of M & A and thereupon, 16 corporates were sampled among those 20 ones which announced their M & A of foreign business for the period of 5 years from Feb. 1992 to Dec. 1994. With these sample corporates, the performances of their M & A in terms of abnormal returns were analyzed by dividing the cases into acquisitions of stocks (5 cases), mergers of related M & A (10 cases) and mergers of unrelated M & A (6 cases). In order to measure the abnormal returns caused by M & A and of overseas business, a market model was used and the period for the estimation of β was set at the period from (-)720 days to (-)30 days before the publication for verification, and thereupon, the normal expected rates of returns were estimated using these β values. Then, these normal expected rates were deducted from the rates of individual corporates to find abnormal rates of returns using a market model. The results of this study can be summarized as follows; First, all the sample corporates showed positive abnormal returns for some period before publication, but as a result of testing their statistical validities, no significance was found even at the level of 10%. Second, it was disclosed that in case of acquisitions of stocks, abnormal returns were steadily realized before publication and even after publication. Third, when the mergers of related firm and those of unrelated ones were compared, the former showed positive returns before and after publication, but such ones were statistically unsignificant. Meanwhile, the mergers of unrelated business showed 1.8% abnormal returns (-)26 days on publication, which was significant statistically at the level of 5%. Fourth, it seems that the information began to leak out from the point when accumulative abnormal returns increased. Thus, it is believed that our corporates tend to acquire or merge in overses business in an effort to expand their business scale, diversify their business activities and returns advanced technologies rather than maximize their stockholders' wealth. Meanwhile, it is also suggested that they attempt to acquire or merge in foreign businesses in strategic terms. Although investors tend to pessimistically predict their expected future returns in the wake of such M & A thus feel that they would experience a negative abnormal returns due to the decreased value of merged firms and their stocks, there was statistical unsignifiant found during most period of survey. Rather, it was estimated that the stockholders of merged businesses would not lose their capitals during a certain period of time (21-14 days before publication), as a result of close observations. Meanwhile, the primary motives of our corporates' M & A seem to lie in expansion of business scale, diversification of business and acquirement of technology rather than in maximization of stockholders' wealth.

합병과 역합병의 과세체계 및 국제회계기준과의 정합성에 관한 연구

오영환 서울시립대학교 2009 국내석사

A Reverse Merger is generally direct merger between the public shell company and the target company with the result of that transaction being that the shareholders of the target company end up with more than a majority of the total issued and outstanding shares of the public shell company. This is called a reverse merger because the shareholders of the target company end up controlling the public shell company. In contrast, a ‘forward merger’ is when the acquiring company ends up controlling the target company. There are problems in the current merger accounting and taxation, such as catching hold of economic substance and being granted tax benefits. Especially, we must know the substantiality in restructuring company like business purpose or tax avoidance and we need to make elaborate and apply the related laws and regulations according to circumstances. For that reason, this article has studied the related laws and regulations with relation to merger and reverse merger. Key Word : Merger, Reverse Merger, Loss carried forward 기업인수･합병을 지원하기 위하여 정부는 1999년 3월 기업결합의 경제적 실질을 반영하고 재무제표의 국제적 정합성과 신뢰성을 제고하고자 ‘기업인수･합병 등에 관한 준칙’을 제정하였다. 그러나 기업인수･합병회계와는 달리 현행 합병과세제도에서는 법적 실질을 중요시 하면서 조세 상 혜택의 부여와 조세남용에 관한 규제가 상충하고 있으며, 역합병의 경우 조세회피를 위한 목적 파악의 어려움 등 상당한 문제점을 내포하고 있다. 본 연구는 국내외의 기업인수･합병과 관련된 조세 법규를 유기적으로 고려한 문헌적 연구를 실시하고 또한 기업인수･합병 실무에서 빈번하게 발생하고 있는 관련된 제반사항을 고려하였고, 특히 현행 기업회계기준서와 한국채택 국제회계기준을 비교하여 기업인수･합병에 대한 이론적 고찰과 실무상의 문제점에 대한 연구를 다음과 같이 수행하였다. 제1장에서는 기업인수･합병의 개념을 어떻게 해당 기업에 적용하여야 할 것이며, 본 연구가 필요하게 된 배경과 그 중요성에 대해 언급하고 연구의 목적과 방향을 제시하였다. 제2장에서는 각 국의 인수합병에 대한 태동배경 및 유형에 대한 고찰을 수행하였으며, 우리나라의 인수합병 구조에 대하여 논하였다. 제3장에서는 합병당사자별 과세구조 분석을 통하여 합병의 일반적인 과세구조를 정립하고 이에 따른 이월결손금 승계여부에 대한 분석을 하여 현행 법인세법 상의 구조적 문제를 지적하였다. 제4장에서는 역합병의 개념을 정리하고, 조세회피 의도가 있는 경우 발생하는 문제점을 지적하여 우리나라 조세구조 변화의 필요성을 지적하였다. 제5장에서는 합병 및 역합병에 대한 사례분석을 통하여 실증연구에서 도출된 결과를 재해석하였다. 제6장에서는 우리나라 합병과세체계의 문제점을 제시하고 이에 따른 개선방안을 제시하였으며, 제7장에서는 합병 시 과세기준과는 달리 ‘기업인수･합병 등에 관한 회계처리준칙’과 한국채택국제회계기준과의 정합성 분석을 통하여 향후 회계기준의 개정 방향을 제시하였다. 제8장에서는 본 연구의 결과 및 시사점을 제시하고, 조사 및 분석과정 에서 나타난 한계와 앞으로의 연구과제를 제시하였다.

農協合倂時 資本會計處理 改善方案

박희주 慶北大學校 經營大學院 1991 국내석사

There are relatively many studies on business combination. But few studies on Primary Agricultural Cooperativc(P.A.C) Combination have performed. Thus,the purpose of this thesis is to survey the theory of combination in the light of P.A.C.,to extract the problems of capital accounting procedure in combination and provide the direction of improvement. P.A.C. combination was performed for the following purposes: (1) to enlarge service function to the member farmers by more larger operating size, (2) to adapt dynamically with environmental changes, (3) to acquire competent personal and improve labor productivity, and (5) to attain operational improvement with saving of guidance and management costs. the problems disclosed in the analysis of combination cases were that member farmer's equity was delt unfairly as combination ratio between parties was not applied, and equity computation about member was not done. And the facts showed up in the questionnare are as follows: The major motives of combination are to decrease the loss of operation or to increase dividends(37% of respondents), and to assist combination by National Agricultural Cooperative Federation. 60% of the respondents answered that the blocking factor in combination was apprehension of presidents' and officers' loss of elections and bised operation between provinces. Interpreting the disclosed facts,member farmers didn't consider their benefits or rights would be extended by combinations, but rather more interested in dividend increase through operational improvement. And many of them seems to believe that if their P.A.C. expires, their provincial provincial previlage would be more impaired than their interest. Therefore, in P.A.C. combination, We should apply combination ratio and compute member farmer's equity correctly, and then fair accounting procedure would be performed. Because marketability of P.A.C. capital is Weak and the purpose of P.A.C. establishment is not on the profit maximization, combination ratio should be computed by net-asset-base method. And, in computing member farmer's equity, the computation methods other assets except for capital, rotation capital and reserve for operation will be determined in the general meeting, and suggesting several method, paid-in capital uses ratio of member farmer's capital, and retained earnings uses ratio of member farmer's rotation capital. Finally the limitation of this study is that not considering the particular nature of P.A.C. in the economy and socity, this study only focused on the accounting sector of combination. In the future, considering all the economic and societal factors, More comprehensive study will be needed.