Accounting board wants more detail on ‘goodwill’ in M&A

Listed companies will have to give investors more detailed information on whether takeover deals live up to their initial promise, to spare markets unexpected “goodwill” writedowns, proposed revisions to international accounting rules showed on Thursday.

The International Accounting Standards Board (IASB), whose bookkeeping norms are used in more than 140 countries, said its proposals were out to public consultation. They would come into force in about 2027.

Goodwill refers to the premium paid over the market value of net assets in a takeover.

The proposed changes broaden an existing accounting rule on business combinations, known as IFRS 3, to bring a greater level of detail and comparability, IASB chair Andreas Barckow said.

“We want to put all companies that engage in acquisitions in the same spot, saying you have to provide a single note that lays out the rationale, why you’ve entered into this, how you’re going to assess the performance of that entity, which metrics do you use, and then as we progress year after year, compare your initial view to the effective results,” Barckow said.

The disclosures, made in annual reports, would be externally checked by auditors.

IASB rules are applied in the EU, Britain, China, Japan, Canada, Australia and Singapore, but not in the US, which has its own norms.

The Harvard Business Review says 70%-90% of mergers & acquisitions (M&A) fail to live up to their promise due to a clash of cultures, overpaying or insufficient due diligence.

CEOs often emphasise synergies or savings from a proposed deal to win over shareholder approval, and Barckow said that under the proposed standard, companies could give qualitative or quantitative details about synergies.

There could be several consequences.

Remuneration of some CEOs is tied to the performance of a takeover deal, and disclosures showing promised benefits of a takeover failing to materialise could put related bonuses in doubt.

Furthermore, improved information could also help markets test the validity of “goodwill” amounts on a company’s balance sheet following an acquisition when it becomes clearer that promised synergies have not played out, Barckow said.

“It would give investors a good reason to ask management and say, well, could you please explain to me why I don’t see any impairment occurring,” Barckow said.