In the process of transfer of company ownership, the expert is responsible to detail the assets transferred, the criteria used for their evaluation and to certify that the economic value of the company matches the one used to determine the capital of the company and any eventual share premium. The process of transfer of company ownership does not entail any cash payment, the “price” of the transaction is paid with shares of the transferee. The act of transfer substantiates the change of possession of the company ownership, including the transfer of any risk pending on the company's assets. It represents a watershed in the respective competence of the transferor and the transferee for any possible increase or decrease in value of the company's assets. During the period between the compilation of the expert's report and the actual transfer, the company continues to function regularly and to interact with external actors, therefore the situation assessed by the expert may change, even radically, both from a quantitative (for example, the transfer of credits not included in the expert's report) and qualitative (for example, the increase in value due to the fluctuation of the market of assets included in the expert's report) view point. The paper indicates methods to deal with the operations occurring in the period of transition in order to avoid that incorrect accounting practices accidentally affect one of the party to the transaction. The research highlights issues often underestimated by the mainstream academia as relative to operational details of minor relevance. On the contrary, these issues can significantly affect the operation of transfer of company ownership.
Il conguaglio in denaro e la plusvalenza da conferimento: le operazioni tra la data di redazione della perizia e la data dell’atto di conferimento
VERONA, ROBERTO
2011-01-01
Abstract
In the process of transfer of company ownership, the expert is responsible to detail the assets transferred, the criteria used for their evaluation and to certify that the economic value of the company matches the one used to determine the capital of the company and any eventual share premium. The process of transfer of company ownership does not entail any cash payment, the “price” of the transaction is paid with shares of the transferee. The act of transfer substantiates the change of possession of the company ownership, including the transfer of any risk pending on the company's assets. It represents a watershed in the respective competence of the transferor and the transferee for any possible increase or decrease in value of the company's assets. During the period between the compilation of the expert's report and the actual transfer, the company continues to function regularly and to interact with external actors, therefore the situation assessed by the expert may change, even radically, both from a quantitative (for example, the transfer of credits not included in the expert's report) and qualitative (for example, the increase in value due to the fluctuation of the market of assets included in the expert's report) view point. The paper indicates methods to deal with the operations occurring in the period of transition in order to avoid that incorrect accounting practices accidentally affect one of the party to the transaction. The research highlights issues often underestimated by the mainstream academia as relative to operational details of minor relevance. On the contrary, these issues can significantly affect the operation of transfer of company ownership.I documenti in IRIS sono protetti da copyright e tutti i diritti sono riservati, salvo diversa indicazione.
