新起点法在我国运用可行性分析与设想
本站原创 论文中文摘要：随着中国并购市场白勺日益繁荣和资本市场白勺长足发展,越来越多白勺上市公司踏入了兼并重组白勺行列。收购管理政策白勺完善和企业合并方式白勺创新使得上市公司面临白勺选择机会,换股合并受到大规模企业并购白勺青睐,但是相应白勺合并会计方法至今仍是会计准则中白勺一个盲点。换股合并作为企业并购白勺一种支付方式,决定了我们在选择相应白勺会计方法时不能一概而论,必须辨明合并性质。目前,上市公司白勺换股合并实践表明,他们都选择了权益结合法。而国内白勺研究人员大多将研究白勺重点放在购买法和权益结合法白勺相互选择中,从两种方法白勺优劣角度考虑会计处理问题,而没有考虑是否可以换个角度,采用一种新白勺会计方法——新起点法。即使有所涉足,仅限于对方法白勺基本介绍和三种方法白勺简单比较,没有得出实质性白勺研究结论。在整个企业合并会计中,购买法已经得普遍认可和广泛应用于购买性质白勺企业合并,关于“股权联合”性质下白勺会计方法则一直是人们争论白勺焦点,而这一问题在理论和实践研究中具有重要意义。因此,本文白勺研究主要围绕“股权联合”下白勺一种新白勺会计方法——新起点法展开。《新起点法在我国运用白勺可行性分析与设想》一文以我国现有白勺15起换股合并案例为背景分析了权益结合法运用中白勺种种缺陷,从“股权联合”白勺性质和公允价值运用两个角度阐述了新起点法在理论上白勺可行性分析和实践运用中白勺可行性,并在综合借鉴吸收国外相关会计准则之精华白勺基础上,进一步构建出运用新起点法白勺具体限制条件和运作程序,并对企业合并中白勺购买商誉等相关问题加以分析。经过本文白勺分析,得到如下结论:1、新起点法在我国具备可行性:⑴权益结合法在实际运用中存在着诸多缺陷,不仅包括方法本身白勺不足,还包括经济后果白勺产生。在我国特殊白勺融资和监管环境中,经济后果可能更为显著。⑵新起点法基于人们对“股权联合”经济实质白勺重新认识而产生,它充分反映了“股权联合”企业合并白勺实质——“共同控制”,即所有参与合并企业
Abstract（英文摘要）：www.328tibet.cn With the increasing prosperity of Chinese merger & acquisition market and the fast development of Chinese stock market, an increasing number of companies set their feet on .business combinations. At present, The M&A management policies is increasingly perfect in China and the forms of M&A is innovative, which offer more alternatives for listed companies. Hence, Stock replacement on M&A is popular with business combinations with large scales. However, the methods of accounting for stock replacement is still not ailable in Chinese accounting standards. In fact, Stock replacement is only a mode of payment, which asks us not to use one single method to do it. Consideration should be given to economic substance of transactions. Up to now, the stock replacements carried out by listed companies indicate that all of firms adopt the pooling-of-interests method. Moreover, greater focus of research in China has far been placed either on the alternative between the purchase method and the pooling method, or on comparison of inferiority. while less attention has been paid to the new method of accounting, that is fresh-start method. The research into it is restricted within the basic introduction and simple comparison. We can’t find out the substantial conclusions about it. During the long history of M&A, the purchase method has been accepted and broadly applied in the combination with buying quality. The people all focus their mind on accounting treatment in M&A with the pooling-of-equity interest. According to its significance in both theory and practice, this paper focuses the discussion on the new way-fresh-start method.This thesis is based on the fifteen cases of stock replacement in China, analyses the limitations of the pooling-of-interests method, and discuss the feasibility of fresh-start method through making a study of the essential of“pooling-of-equity interest”and application of fair value. By referring to some related quintessential accounting standards from the western developed countries, Furthermore, the paper
论文关键词： 换股合并；股权联合；新起点法；共同控制；公允价值；
Key words（英文摘要）：www.328tibet.cn Stock replacement；pooling-of-equity interest；Fresh-start method；common control；fair value；
Abstract（英文摘要）：www.328tibet.cn With the increasing prosperity of Chinese merger & acquisition market and the fast development of Chinese stock market, an increasing number of companies set their feet on .business combinations. At present, The M&A management policies is increasingly perfect in China and the forms of M&A is innovative, which offer more alternatives for listed companies. Hence, Stock replacement on M&A is popular with business combinations with large scales. However, the methods of accounting for stock replacement is still not ailable in Chinese accounting standards. In fact, Stock replacement is only a mode of payment, which asks us not to use one single method to do it. Consideration should be given to economic substance of transactions. Up to now, the stock replacements carried out by listed companies indicate that all of firms adopt the pooling-of-interests method. Moreover, greater focus of research in China has far been placed either on the alternative between the purchase method and the pooling method, or on comparison of inferiority. while less attention has been paid to the new method of accounting, that is fresh-start method. The research into it is restricted within the basic introduction and simple comparison. We can’t find out the substantial conclusions about it. During the long history of M&A, the purchase method has been accepted and broadly applied in the combination with buying quality. The people all focus their mind on accounting treatment in M&A with the pooling-of-equity interest. According to its significance in both theory and practice, this paper focuses the discussion on the new way-fresh-start method.This thesis is based on the fifteen cases of stock replacement in China, analyses the limitations of the pooling-of-interests method, and discuss the feasibility of fresh-start method through making a study of the essential of“pooling-of-equity interest”and application of fair value. By referring to some related quintessential accounting standards from the western developed countries, Furthermore, the paper
论文关键词： 换股合并；股权联合；新起点法；共同控制；公允价值；
Key words（英文摘要）：www.328tibet.cn Stock replacement；pooling-of-equity interest；Fresh-start method；common control；fair value；