Ateneo - UPO

Module 1 – The IFRS 3. Sale and transfer, merger and acquisition. (Prof.ssa M. Campra) - 3 CFU

IFRS 3 and business combinations.

Module 2 – Sale and transfer, demerger according to the Italian Law. Transformation and liquidation of a company.(Prof. E.M. Braja) - 5 CFU

The sale and transfer of a company.
The merger and acquisition operation.
The demerger operation.
The transformation of a company.
The winding-up and liquidation of a company.

Module 1

The text of IFRS 3.
A.A.V.V. – IAS/IFRS – Ipsoa Editore – Gruppo WolterKluwersItalia, Milano, ultima edizione, cap. XXX – IFRS3. Campra M., La fusione, Giuffrè, Milano, 2005.
Principio contabile OIC n. 4 Fusione e scissione.

Module 2

Braja E., La cessione d'azienda, Giappichelli, Torino, 2012.
Braja E., Il conferimento d'azienda, Giappichelli, Torino, 2015.
Zanetti E., Manuale delle operazioni straordinarie, Eutekne, Torino, last edition. Chapters 3-4-5-6-7-8-15-16 e 17.
AA.VV., Operazioni di finanza straordinaria, Il sole 24 ore, Milano, 2010. Capitoli 7 e 9.
Zanetti E., Manuale delle operazioni straordinarie, Eutekne, Torino, 2013. Capitoli 9-10-11.
Principio contabile OIC n. 5 Bilanci di liquidazione.

Further informations can be found in the web page of the course at the URL:

https://www.dir.uniupo.it

Knowledge and understanding
The course provides the theoretical and methodological foundations relating to extraordinary corporate transactions and business combinations (mergers, demergers, contributions of assets, business transfers, transformations, and liquidations), analyzed under both national and international regulations. The learning path aims to consolidate economic-technical competencies and the accounting representation of these operations. Upon completion of the course, students acquire an understanding of the economic and technical management of extraordinary transactions, along with their key procedural features.

Applying knowledge and understanding
The acquired knowledge forms the basis for developing technical-accounting skills. The educational approach focuses on identifying and understanding the essential methods for properly accounting for extraordinary corporate transactions and business combinations. Theory is integrated with practical exercises and case studies, which are essential for understanding the operational mechanisms of the process and the preparation of relevant accounting entries. Completing these exercises allows students to directly verify their level of understanding and practical application of the concepts. By the end of the course, students acquire the ability to manage the accounting treatment of extraordinary transactions and apply their procedural aspects.

Making judgements
The course fosters the development of independent judgment, enabling students to formulate critical considerations regarding the accounting treatment and management events related to extraordinary corporate transactions and business combinations.

Communication skills
The course enables the development of communication and interpersonal skills suitable for business consulting and accounting evaluations within administrative functions. Students acquire mastery of the subject-specific technical terminology required to communicate clearly and rigorously with both specialist and non-specialist stakeholders.

Learning skills
The course provides the methodological tools necessary for self-learning through the critical examination of extraordinary transactions and business combinations. The teaching methodology allows students to gradually assimilate the underlying concepts and logic of the discipline, developing an aptitude for analyzing and interpreting major extraordinary corporate transactions.

None

The course involves a total workload of 60 classroom hours, equivalent to 8 credits (CFU).

Activities are conducted in person and combine lecture-based and interactive teaching methods to encourage active participation. Each CFU corresponds to 7.5 classroom hours and 17.5 hours of individual study.

Individual study activities comprise the in-depth study of the topics outlined in the detailed syllabus and the completion of exercises assigned in class.

To support the learning process, classroom time—crucial for passing the examination—will be divided between theoretical lectures and interactive exercises aimed at mastering the concepts provided by regulations.

Out-of-class activities consist of studying the topics indicated in the course syllabus and solving the exercises assigned by the instructors in class to assess the level of preparation.

Attendance to the course is optional, but strongly suggested for the purpose of assimilation of the contents of the subject.
Students with physical disabilities, Learning Disabilities or Special Education Needs can request specific services and tools via the Staff Sviluppo e Coordinamento Carriere e Servizi alle Studentesse e agli Studenti, consulting the University webpage: https://www.uniupo.it/en/services/servicesstudents-physical-or-learning-disabilities Students with disabilities, learning disabilities or special education needs, once they have contacted the University Staff, can refer to the tutor in charge of the course to define the examination modalities, concerning academic aspects.

The examination is conducted in written form and covers both teaching modules. Each module includes one or more case studies comprising practical exercises and open-ended questions. The overall grade is awarded on a 30-point scale (30/30), and the time allowed ranges from 90 to 120 minutes, depending on the difficulty of the exam.

Attending students have the option to take a midterm exam and a final exam. Admission to the final exam is conditional upon passing the midterm exam with a grade of at least 18/30.

To achieve a passing grade, students must master at least the fundamental concepts of the subject matter.
To achieve an excellent grade, students must demonstrate full command not only of the core concepts but also of the detailed technical aspects, grasping nuances and fully articulating their reasoning during the exams.

Module 1 – The IFRS 3. Merger and acquisition. (Prof.ssa M. Campra) - 3 CFU

IFRS 3 and business combinations. The merger and acquisition operation.

Module 2 – Sale and transfer, demerger according to the Italian Law(Prof. E.M. Braja) - 5 CFU

The sale and transfer of a company.
The demerger operation.
Transformation and liquidation of a company.
The transformation of a company.
The winding-up and liquidation of a company.

Throughout the course, care will be taken to avoid conveying gender stereotypes, prejudices, or concepts contrary to the principles of equality and inclusion—whether through inappropriate language or implicitly—when describing business activities.

Knowledge and understanding
The course provides the theoretical and methodological foundations for understanding the legal, accounting, and tax aspects of extraordinary corporate transactions (business transfers, contributions of assets, demergers, transformations, and liquidations) in accordance with the Italian Civil Code, tax law, and national accounting standards (OIC). With exclusive reference to mergers, the course also includes the analysis of the international accounting standard IFRS 3.

Applying knowledge and understanding
The course develops skills for accounting recognition, evaluation, and financial statement presentation of extraordinary corporate transactions, alongside the management of legal and tax compliance under national regulations (OIC). Limited to mergers, students acquire the ability to apply both national accounting rules and the international standards set by IFRS 3.

Making judgements
The course develops the ability to critically evaluate execution methods and tax impacts of extraordinary corporate transactions, enabling the identification of the most appropriate corporate tool for reorganization objectives and the correct interpretation of their effects on financial statements.

Communication skills
The course ensures mastery of the technical-legal, accounting, and tax terminology of extraordinary corporate transactions, allowing students to clearly and rigorously explain the rationale and impacts of operations to both specialist (professionals, control bodies, tax authorities) and non-specialist stakeholders (management, shareholders).

Learning skills
The course provides the methodological tools for self-learning and continuous professional development in a field subject to constant regulatory and practice evolution, fostering the aptitude for independent source interpretation and the resolution of complex corporate reorganization cases.