合并商誉的本质及会计处理:企业资源基础理论和交易费用视角

合并商誉一直是会计界争论较多的问题之一,本文试图以企业资源基础论对合并商誉的本质进行解释,先从无交易费用的理想情况着手建立模型并逐渐放松假设,考虑各种情况下合并商誉的含义以及出现合并负商誉的条件,最后对合并商誉的会计处理提出一些建议。本文认为,合并正商誉的实质是被并购企业的异质性资源加入并购企业为其带来的商誉增值,合并负商誉产生的根本原因是被并企业本身的价值因素而非交易费用。当被并企业的持续经营价值大于清算价值时,合并负商誉与企业本身的价值因素更相关;反之则与交易费用、清算成本更相关。

Research on the Nature of Purchased Goodwill and Its Accounting Method:Based on Resource-based Theory of Firm and Transaction Cost Perspective

Accounting for purchased goodwill is always a controver-sial issue. This article is to explain the nature of purchased goodwill from the perspective of Resource-Based Theory of Firm taking trans-action costs into account. We begin with an ideal situation without transaction costs, and find out that in this situation purchased negative goodwill is impossible whenever the purchased firm had positive or negative goodwill before the merger. Then we incorporate some real-istic factors into the model, and try to explore the nature of purchased goodwill, especially the negative goodwill under various conditions. Based on the analysis, we conclude that positive purchased goodwill represents expected value increment brought by purchased valuable resources, and negative purchased goodwill roots in the value of purchased firm instead of transaction costs. When the going-concern value of purchased firm exceeds its liquidation value, purchased nega-tive goodwill is more related with value factors of the firm, otherwise more related with transaction costs and liquidation expenses. We also point out that purchased goodwill is a range value which is not only decided by the value of the purchased firm but also by to what extent the mergerer could make use of its valuable resources and the negotia-tion power of both parties. At last, we put forward some suggestions for accounting methods of both positive and negative purchased good-will. For positive purchased goodwill, we suggest do periodically im-pairment test; for negative purchased goodwill, we hold that not all of them should be recognised as loss at merger date, actually, they should be treated carefully considering various factors, such as whether the going-concern value of purchased firm exceeds its liquidation value, whether high liquidation cost or integration cost exist, and how long the integration period would be, etc.