Monday, March 14, 2005

Merger Fees

There is an interesting article in Accounting Web concerning the FASB proposal to expense fees paid to investment bankers and others when completing mergers and acquisitions. This is an interesting issue in the capitalization versus expensing debate. The fees tend to run about 1 - 2% of the total deal and in many large M&A transactions can get be close to $100M dollars. The question seems to be are these costs part of the acquisition or are they an expense of the current period?

Companies now account for these professional fees as part of “goodwill,” or an intangible asset on the balance sheet, as if the fees were part of the acquired company's assets and liabilities.

On the other hand aren't these fees analagous to shipping and handling fees for equipment? Companies have to incur professional fees in order to complete the M&A, so why should the fees be expensed this period? In addition, the M&A will (hopefully) provide benefits to future periods and even though the goodwill that the fees wil become part of will no longer be amortized shouldn't the fees be part of an asset?



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