Mastering merger transactions
  • Business combinations - Business combinations
  • Consolidation scope - Consolidation scope - First consolidation - Goodwill – Control - Minority interests
  • Consolidation under French GAAP - Consolidation under French GAAP
  • Consolidation under IFRS - Accounting production: Know how to prepare consolidated accounts under IFRS.
  • Corporate taxation and associated risks - Fundamentals of corporate taxation and associated risks.
  • Financial statements and notes - Know the balance sheet, the income statement, the cash flow statement, the statement of changes in shareholders' equity, the OIC, the notes.
  • Merger Acquisition Transaction - Master the implementation of the merger & acquisition/disposal process (letter of intent, due diligence, acquisition audits and data room, binding offer, negotiation, closing, etc.) Understand the legal environment of the transaction

Target audience

- Accountants
- Chartered Accountants, Statutory Auditors
- Consolidation and Accounting Directors
- Consolidators
- Financial managers
- Members of the legal department

2 day

Prerequisites

This training does not require any particular prerequisite.

Objectives

– Know what a merger agreement should include
– Understand the legal, tax and consolidation related issues (individual and consolidated accounts)
– Master the accounting and consolidation entries: be able to account for and audit transactions within a consolidated perimeter and transfers of assets between Business Units of the Group

Detailed content

> Legal principles of mergers

– Definitions. Nature and role of stakeholders
– Merger agreement, determining the exchange ratio
– Direction of mergers, valuations
– The merger process and its consequences: dates and retroactive effect, interim period

> Accounting treatment of mergers in France: the main provisions under Regulation CRC 2017-01 (ex 2004-01) and CNCC opinions

– Exchange ratio and cash adjustment
– Accounting for the capital gain or loss
– Regulation 2015-06 and 07: goodwill
• Key principles
• Impact in individual and consolidated accounts

> The tax regime applicable to mergers

– Scope of the special tax regime for mergers
– Common law: when and how to apply it
– Special cases: provisions, deficits, special reserve for long-term capital gains
– Monitoring fiscal values and capital gain register

> TUP (Universal Transfer of Wealth) accounting and tax specificities

> Internal operations: accounting treatment in consolidation

– Mergers with external entities
– Mergers between sister companies
• Impacts on intra-group declarations
• Validating the impacts on the cash flow statement

Why should you attend?

Optimizing the consolidation scope is a strategic challenge for the management of any group. It relies on the use of complex transactions: mergers. So as to be able to dialogue with the various stakeholders and specialists involved, it is necessary to have a solid understanding of the legal, tax and accounting issues specific to such transactions. This two-day training will give you the solid foundation you need to make them a success.

Training methods and assessment

Presentation supported by many illustrations. Immediate application of issues discussed: case studies and practical scenarios performed during the training.
Assessment questionnaire.
A training certificate is delivered at the end of the session.

The trainer is available by e-mail to answer any follow-up questions participants may have.

Price

1 840 € Excl. VAT – 2 208 € Incl. VAT

Médias

Témoignages

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Jonathan C.
Entreprise
Formation