Business combinations and group of companies : perspectives from accounting, law and corporate finance ; Regroupements d'entreprises et groupes de sociétés : perspectives de la comptabilité, du droit et de la finance d'entreprise
In the broad context of business combinations and group of companies, this thesis selects some matters of interest at the crossroad between accounting, law (especially legal provisions and accounting regulation) and corporate finance.Concerning accounting theory, chapter 2 studies how business economics scholars understood groups of companies, group accounts and the process for their preparation in particular compared to Italian legal scholars. Then, chapter 3 reconstructs the political and legislative process that brought about the birth of the concept of group of companies in the Italian legal corpus. Concerning law and accounting policy, a comparative analysis is carried out in chapter 4 which clearly shows how the notion of control and its use in consolidated financial statements (group accounts) and business combinations accounting evolved (I) in European law, (II) under international accounting standards as issued by the IASB – International Accounting StandardsBoard and (III) in US GAAP (Generally Accepted Accounting Principles). Moreover, chapters 5 and 6 investigate the effects of lobbying on accounting standards on consolidated financial statements and business combinations issued by the IASB. Interestingly, results are consistent with a regulatory capture of the international standard setter by a category of financial institutions. In fact, confronted with a consolidation model purportedly based on control, the latter lobbied in favour of a consolidation exception which is based on an ownership view and is documented to have been proposed by US audit companies in that context at least from 1995. That view found a fertile ground within the IASB. As a result, other categories of financial institutions such as long term investment funds and those run by a family preferring a different consolidation model are now prohibited from presenting consolidated financial statement. Concerning corporate finance, chapter 7 studies the implications of different financing decisions ina novel and comprehensive sample ...