Università Roma Tre

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

Adopted books:
Module I
– Paoloni M., Celli M., Teoria e fenomenologia dei gruppi aziendali, Giappichelli, 2022.
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.