ارزش برند، استانداردهای حسابداری و ادغام و مالکیت: “اثر مریبوند” Brand value, accounting standards, and mergers and acquisitions: “The Moribund Effect”

INTRODUCTION During 2015, a record US$3.8 trillion worth of mergers and acquisitions occurred (Baigorri, 2016). The largest completed deal was Pfizer Inc. and Allergan Plc’s blockbuster US$160 billion deal. Two other noteworthy deals announced that year were the proposed takeover by AB InBev of SABMiller for US$106 billion and Dell’s merger with data storage company EMC for US$67 billion. It would seem that the growth of mergers and acquisitions is set to continue. Mergers and acquisitions have a number of business implications for marketing, strategy, finance, human resources — and virtually all areas of business. Our interest is in the implications of mergers and acquisitions for accounting, and from an accounting standards perspective in particular. Accounting standards play a vital role in allowing investors and providers of credit to understand the financial workings of these or any other companies. The canon of standards, of which there are many, guide those who prepare financial statements in what to say and how to say it (see www.fasb.org and www.iasb.org). In particular, they provide guidance as to how financial accounts should be organized and presented. Many of these deals will have been carried out by companies that are subject to the accounting standards issued by the Financial Accounting Standards Board (FASB) in the USA and the International Accounting Standards Board (IASB) elsewhere in the world. Specifically, the acquiring company will be required to comply with the appropriate accounting standards that deal with business combinations and the impairment of assets. The FASB version is Accounting Standards Codification (ASC) 805 Business Combinations issued in 2001, and the IASB version is International Financial Reporting Standards (IFRS) 3 Business Combination issued in 2005 (see Sinclair and Keller (2014) for a full explanation of the relevant accounting standards). One particular set of standards, which deals with business combinations or mergers and acquisitions, contains a requirement regarding the accounting treatment of acquired goodwill and intangible assets that have the potential to suppress important information that investors should know. We call this phenomenon, where the value of acquired brands is unchanged for accounting purposes and remains at their transaction measurement over time, ‘‘The Moribund Effect.’’ In this article, we will explain how it came about, its effect on the company’s market value, and how it can be seen as conflicting in spirit with the Efficient Market Hypothesis and the manner by which information is absorbed by financial markets. We will explain how this apparent conflict deprives users of the annual financial reports of information they should have if the price of a company’s stock is to be fully priced. We finish by proposing how the Moribund Effect can best be dealt with, emphasizing how marketing can play a key role to bring this change about.