• Corporate Governance
• Goodwill
• Impairment Test

This Ph.D thesis entitled “Impairment of goodwill and corporate governance” explores the association between the impairment of goodwill according to the international and US accounting standards (IAS 36 and SFAS 142) and the corporate governance system. In brief, the research question aims at verifying if and how different corporate governance actors influence the impairment test choices.
Indeed, the impairment of goodwill involves across-the-board most firm functions. The procedures needed to carry out the impairment test cannot be limited only to the accounting domain, being instead necessary merging the competences in the strategic and operational management, in organization and finance with the accounting-related ones. Underlying the impairment of goodwill there are indeed assumptions that are used for both the ordinary and the strategic decisions. The valuations underlying goodwill impairments are meaningful, revealing about internal politics and they are portentous of the management past (because goodwill originates from business combinations) and future (because goodwill is the expression of the expected benefits deriving from the synergies created or from the invisible intangibles of the acquired entity) strategy. The result of the periodic impairment test constitutes a signal of the future strategy of the firm or of the effectiveness of past strategies. Also, the assumptions underlying the impairment procedure derive from the forecasts, which are predicted at different levels within the firm.
The development of my research takes into account a conceptual, historical and doctrinal analysis of the goodwill write-offs, mainly in the Italian accounting literature and with a brief overview on the International accounting literature. The reason to explore the evolution of the goodwill notion and treatment through the accounting history moves from the dense and puzzling debate that since the nineteenth century characterised the accounting panorama, leading the goodwill to be one of the most controversial assets.
By common consent the process underlying the valuation of goodwill is associated to the entire process to determine the company economic value.
From the introduction of Statement of Financial Accounting Standards No. 142 (SFAS 142) in the United States and of International Accounting Standard 36 (IAS 36) in the International Accounting Standards adopter countries, follows several critiques and reservations from academics, practitioners, standard setters and regulators. As far afield as that in recent years both the US Public Company Accounting Oversight Board and the European Financial Reporting Advisory Group questioned whether prior amortisation process was more relevant and reliable.
The corporate governance system may moderate the use of discretionary accounting choices, enforcing the overall reliability of financial reporting.
On the one hand I investigate the impact that the internal corporate governance mechanisms have on the impairment test. On the other hand I verify whether the external corporate governance mechanisms are able to affect the decision of impairment.
Within the internal corporate governance mechanisms I explore the board of directors, the managerial incentives, the insider ownership and the chief financial officer perception on the impairment of goodwill.
Within the external corporate governance mechanisms I explore the institutional ownership, state ownership, external auditor and the analysts forecasts likely associations with discretional impairment of goodwill.
This study is mainly grounded on the positivist agency theory, supposing that the agent, whether is the management, or the external auditor or different types of shareholders acts in its own interests which usually may not correspond to the best interests of the principal (Jensen and Meckling, 1976; Fama and Jensen, 1983; Jensen, 1983; Eisenhardt, 1989). The empirical analysis comprises the use of diverse research methods such as archival and survey method.
This thesis provides a threefold theoretical contribution, contributing to the studies on accounting history, on accounting and on corporate governance.
First, it develops a path within the Italian accounting tradition that might be considered as trailblazing of the modern accounting standards. I retrace different approaches on the evaluation issues and on the concept of goodwill that some of the most influential Italian “Economisti Aziendali” emphasised in their writings. From the specific attention devoted to the long-lived assets financial evaluations one can appreciate the multidimensionality of our “Economia Aziendale”, including operations, management and control. As a matter of fact, the impairment of assets constitutes the trait d’union between various functions within the firm, involving beyond accounting also strategy, finance, operation, internal and external control. I thus carefully explore the past accounting literature on the goodwill-related issues, employing a constructive and historical method that led me to build a personal interpretation.
Second, as underlined by prior literature, the manipulation of goodwill write-offs makes allocating financial resources highly inefficient, both at the firm and at market levels, and compromises the role of financial reporting as an external control system (Beatty & Weber, 2006; Ramanna and Watts, 2012). Given the important economic and market implications, managers, directors, chief financial officers, shareholders and external auditors carefully assess the estimates underlying the goodwill write-offs (Gu and Lev, 2011; Ramanna and Watts, 2012). Despite this, prior research has not yet systematically investigated whether the corporate governance system influences the write-offs decisions. As a matter of fact, in literature there are conflicting findings on managerial incentives in manipulating the earnings through specific accruals and in detail through assets write-offs.
Third, as far as I know there are still unexplored areas of corporate governance’s influence on impairment of goodwill.