企业合并中对赌协议会计处理准则依据的探讨

Exploration of Basis in Standards for Accounting Treatment of VAMs in M&A

一、引言对赌协议是指在股权投资中,为解决信息不对称,避免投融资双方因公司未来发展的意见分歧而影响交易达成,以股权回购、业绩补偿等形式对公司估值进行修正的一类条款。普遍认为,对赌协议的法律性质有几种说法:附条件合同、担保合同、期权合同、射幸合同等。在非同一控制下企业合并中,该条款通常按照"期权合同"被视为构成金融资产的或有对价,并将变动计入了当期损益。

In the merger and acquisition activities conducted by listed companies,Valuation Adjustment Mechanisms(VAM)are mostly treated as financial assets in accounting treatment.However,the basis of this method in standards is not sufficient.First,the standards have not clearly specified the criteria according to which the contingent considerations can be classified into“financial assets”;second,for the convenience of accounting,securities regulators tend to accept that VAMs meet the criteria of derivative financial instruments,but disputes arise on whether the agreements linked to the financial performance of the acquired companies can be recognized as derivative financial instruments;third,if VAMs are treated as contingencies,the underlying assets should not be recognized.In case studies,this article points out that the present accounting method will theoretically lead to the phenomenon that profits may be higher first and lower later and proposes that the accounting regulators develop further guidelines.