21201441 - ECONOMICS OF BUSINESS GROUPS, MERGERS AND CO-OPERATIONS

According to the educational objectives of the Master’s Degree Course in Business Administration, the teaching of The Economics of Corporate Groups aims to provide students with the knowledge and tools they need to understand the structures and behaviours of groups of companies, deepening their characteristics and aims. The course also provides students with basic and advanced tools for the preparation of consolidated group financial statements both from a domestic and IAS/IFRS perspective.
At the end of the course, the student will have:
- become familiar with the advanced categories of accountancy science and the fundamentals of the methods used to prepare consolidated financial statements both nationally and internationally;
- acquired a notional-theoretical apparatus and appropriate application skills;
- developed a complex and articulated method of understanding the social phenomenon under study.

CELLI MASSIMILIANO

teacher profile | teaching materials

Programme

The course is divided into teaching modules:

Module I
1) Business concentrations and groups
a) Business concentrations: form and purpose
b) The group of undertakings in business doctrine
c) The group of undertakings in the national legal order:
- The concept of control pursuant to Article 2359 of the Italian Civil Code.
- The notion of control for the purposes of Legislative Decree 127/91
- Management and coordination activities pursuant to Article 2497 of the Italian Civil Code
d) The group of companies in international accounting standards
2) Shareholders' agreements and golden share as a mode of corporate domination
3) The economic and financial advantages of groups of companies
a) Size economies
b) Economies of scale
c) Use of leverage and leverage
d) Additional advantages peculiar to the group of undertakings
4) Business and group profitability
5) Legal instruments for the protection of corporate minorities
6) Methods of classification of company groups
a) Based on the degree of economic and/or productive integration
b) According to the way in which the holdings making up the complex are controlled
c) Based on the morphology and/or geographical extent of the aggregate
d) According to the legal nature of the parent company
7) Strategies for the constitution of business groups
a) Acquisition of controlling interests
b) Contribution of controlling interests
c) Transfer of business units
d) Company spin-off
8) Leveraged buy-out transactions and financial assistance
a) Concept and purpose of financial assistance
b) The bond issue
c) Structuring of a leveraged buy-out transaction
d) Types of leveraged buy-out transactions
9) Business group morphologies
a) The pyramidal structure and the lever action: in-depth study
b) Groups with chain structure

Module II
1) The logical-scientific approach to the consolidated financial statements: purpose, genesis and structures
2) The definition of the consolidation area according to national and international regulations
3) Consolidation methods for equity investments
a) Integral method
b) Proportional method
c) Equity method
4) Consolidation theories:
a) The Entity Theory
b) The Property Theory
c) Parent Company Theory
d) The Modified Parent Company Theory
5) The logic of pre-consolidation and consolidation elaborations according to national regulations and international accounting standards
a) The elimination of intra-group transactions
b) Valuation of equity investments excluded from the scope of consolidation
c) The nature and accounting treatment of consolidation differences
d) Translation of financial statements expressed in a non-accounting currency
6) The Acquisition Method and the Full Goodwill Method
7) Preparation and analysis of consolidation statements according to national regulations and international accounting standards
8) The Equity Method for the valuation of participations
9) Exercises and practical cases


Core Documentation

Adopted books:

Module I
– Paoloni M., Celli M., Dall’economia d’azienda all’economia dei gruppi aziendali, Giappichelli, 2011

Module II
- Gallimberti C., Marra A., Prencipe A., Consolidation. Preparing and Understanding Consolidated Financial Statements under IFRS, McGraw-Hill, 2013

During the course, additional teaching materials (including periodic and final practice tests) will be made available to students on the teaching webpage.

Reference Bibliography

Other reference books: - Mahony P., MacLochlainn N., Consolidated Financial Statements, Chartered Accountants Ireland Publishing, 2017 - Shahzad I., Consolidation of Financial Statements: A New Approach, Lambert, 2011

Type of delivery of the course

Frontal didactic lessons; seminars. In addition to lectures lasting 2 hours three times a week (for a total of 60 hours), the teaching activities also include exercises, seminars held by external speakers (mainly managers of renowned companies) and case study discussions, with the aim of illustrating the application of the concepts dealt with to problems and scenarios of interest. The days dedicated to the exercises will be communicated in advance by the teacher during the lessons. Moreover, in the case of an extension of the health emergency by COVID-19 will be implemented all the provisions of the University that govern the mandatory modalities of educational activities. It is therefore advisable to regularly view the institutional information channels set up by the University in order to have a timely knowledge of any emergency measures in force.

Attendance

Class attendance is not mandatory but is strongly recommended

Type of evaluation

The learning verification takes place through a written test lasting 60 minutes in which students are asked to prepare: two exercises concerning the preparation of two consolidated financial statements from both a national and IAS/IFRS point of view (referred to in module II of the course); one or two technical-rational exercises concerning the topics dealt with in modules I and II of the course; one or two open questions concerning theoretical and applicative aspects referred to in modules I and II of the course. However, in the case of an extension of the health emergency by COVID-19 will be transposed all the provisions of the University that govern the mandatory manner of carrying out the evaluation tests. It is therefore advisable to regularly view the institutional information channels set up by the University for the purposes of timely knowledge of any emergency measures in force.

CELLI MASSIMILIANO

teacher profile | teaching materials

Mutuazione: 21201441 ECONOMIA DEI GRUPPI E DELLE CONCENTRAZIONI AZIENDALI in Economia Aziendale LM-77 N0 CELLI MASSIMILIANO

Programme

The course is divided into teaching modules:

Module I
1) Business concentrations and groups
a) Business concentrations: form and purpose
b) The group of undertakings in business doctrine
c) The group of undertakings in the national legal order:
- The concept of control pursuant to Article 2359 of the Italian Civil Code.
- The notion of control for the purposes of Legislative Decree 127/91
- Management and coordination activities pursuant to Article 2497 of the Italian Civil Code
d) The group of companies in international accounting standards
2) Shareholders' agreements and golden share as a mode of corporate domination
3) The economic and financial advantages of groups of companies
a) Size economies
b) Economies of scale
c) Use of leverage and leverage
d) Additional advantages peculiar to the group of undertakings
4) Business and group profitability
5) Legal instruments for the protection of corporate minorities
6) Methods of classification of company groups
a) Based on the degree of economic and/or productive integration
b) According to the way in which the holdings making up the complex are controlled
c) Based on the morphology and/or geographical extent of the aggregate
d) According to the legal nature of the parent company
7) Strategies for the constitution of business groups
a) Acquisition of controlling interests
b) Contribution of controlling interests
c) Transfer of business units
d) Company spin-off
8) Leveraged buy-out transactions and financial assistance
a) Concept and purpose of financial assistance
b) The bond issue
c) Structuring of a leveraged buy-out transaction
d) Types of leveraged buy-out transactions
9) Business group morphologies
a) The pyramidal structure and the lever action: in-depth study
b) Groups with chain structure

Module II
1) The logical-scientific approach to the consolidated financial statements: purpose, genesis and structures
2) The definition of the consolidation area according to national and international regulations
3) Consolidation methods for equity investments
a) Integral method
b) Proportional method
c) Equity method
4) Consolidation theories:
a) The Entity Theory
b) The Property Theory
c) Parent Company Theory
d) The Modified Parent Company Theory
5) The logic of pre-consolidation and consolidation elaborations according to national regulations and international accounting standards
a) The elimination of intra-group transactions
b) Valuation of equity investments excluded from the scope of consolidation
c) The nature and accounting treatment of consolidation differences
d) Translation of financial statements expressed in a non-accounting currency
6) The Acquisition Method and the Full Goodwill Method
7) Preparation and analysis of consolidation statements according to national regulations and international accounting standards
8) The Equity Method for the valuation of participations
9) Exercises and practical cases


Core Documentation

Adopted books:

Module I
– Paoloni M., Celli M., Dall’economia d’azienda all’economia dei gruppi aziendali, Giappichelli, 2011

Module II
- Gallimberti C., Marra A., Prencipe A., Consolidation. Preparing and Understanding Consolidated Financial Statements under IFRS, McGraw-Hill, 2013

During the course, additional teaching materials (including periodic and final practice tests) will be made available to students on the teaching webpage.

Reference Bibliography

Other reference books: - Mahony P., MacLochlainn N., Consolidated Financial Statements, Chartered Accountants Ireland Publishing, 2017 - Shahzad I., Consolidation of Financial Statements: A New Approach, Lambert, 2011

Type of delivery of the course

Frontal didactic lessons; seminars. In addition to lectures lasting 2 hours three times a week (for a total of 60 hours), the teaching activities also include exercises, seminars held by external speakers (mainly managers of renowned companies) and case study discussions, with the aim of illustrating the application of the concepts dealt with to problems and scenarios of interest. The days dedicated to the exercises will be communicated in advance by the teacher during the lessons. Moreover, in the case of an extension of the health emergency by COVID-19 will be implemented all the provisions of the University that govern the mandatory modalities of educational activities. It is therefore advisable to regularly view the institutional information channels set up by the University in order to have a timely knowledge of any emergency measures in force.

Attendance

Class attendance is not mandatory but is strongly recommended

Type of evaluation

The learning verification takes place through a written test lasting 60 minutes in which students are asked to prepare: two exercises concerning the preparation of two consolidated financial statements from both a national and IAS/IFRS point of view (referred to in module II of the course); one or two technical-rational exercises concerning the topics dealt with in modules I and II of the course; one or two open questions concerning theoretical and applicative aspects referred to in modules I and II of the course. However, in the case of an extension of the health emergency by COVID-19 will be transposed all the provisions of the University that govern the mandatory manner of carrying out the evaluation tests. It is therefore advisable to regularly view the institutional information channels set up by the University for the purposes of timely knowledge of any emergency measures in force.