Şirket birleşmeleri ve muhasebe uygulamaları
Başlık çevirisi mevcut değil.
- Tez No: 159069
- Danışmanlar: PROF. DR. REMZİ ÖRTEN
- Tez Türü: Yüksek Lisans
- Konular: İşletme, Business Administration
- Anahtar Kelimeler: Company, Business Combination, Merger, Acquisition, Consolidation, Synergy, Scale Economies, Turkish Trade Law, Tax Laws, Company, Business Combination, Merger, Acquisition, Consolidation, Synergy, Scale Economies, Turkish Trade Law, Tax Laws
- Yıl: 2005
- Dil: Türkçe
- Üniversite: Gazi Üniversitesi
- Enstitü: Sosyal Bilimler Enstitüsü
- Ana Bilim Dalı: Muhasebe Bilim Dalı
- Bilim Dalı: Belirtilmemiş.
- Sayfa Sayısı: Belirtilmemiş.
Özet
ABSTRACT Since man started trading, he saw that not only his own wealth and labor were not sufficient for trade operations, but he also looked for ways to benefit from the wealth and workings of others. Consequently, with the aim of being able to meet the increasing goods and services demands of companies under intense competition, the concept of business combination has arisen as corporations have tried to expand and develop. Generally used synonymously with the terms merger, acquisition, and consolidation in the literature, business combination is the economic and lawful unification of two or more enterprises that are considered to be independent by law. It depends on the principles of the continuation of shareholding, dissolution without liquidation, universal subrogation and the protection of creditors. Companies prefer to merge for such reasons as benefiting from scale economies and the synergy effect, the expansion of financial opportunities, decreases in costs and the competition in the company's operation sector, obtaning tax advantages, employing expert personnel, and owning a capable administration. Despite many advantages of business combinations, they can also cause communication problems between the sides, a slow decision process, costs arising from the acquisiton, monopolization tendencies, and disharmony created by corporate culture differences. Business combinations are classified as horizontal, vertical, circular and mixed business combinations depending on area of economic operation; formal business combinations (trust, holding, consortium, merger, acquisition, work partnerships) depending on law structures; and informal businesscombinations (cartel, fair play agreements, interest groups, pooling, enterprises working in co-operation arising from executive boards comprising of same people). The legal arrangements concerning business combinations are defined by the Turkish Trade Law (TTL), Tax Laws, Capital Markets Law, and the Law Regarding the Protection of Competition. The general rules of TTL are designated under the titles 146-151 and the special laws regarding incorporations under titles 451-454. Business combination, which the TTL allows only for companies of the same kind, is realized through establishing a new company or take-over. The business combination defined under Article 36 of the Insititutions Tax Law is named“business combination with tax,”and the business combination defined under Article 37 is named“business combination without tax.”According to the Value Added Tax Law, business combinations in accordance with Article 36 of ITL are business combinations with tax and subject to the VAT; business combinations that the ITL regards as transfers are not subject to the VAT. Business combinations are found in IFRS 3 and FASB 141 in international arrangements. According to European Union harmonizing efforts, EU countries have to abide by the international financial reporting standarts by 2005. In this respect, our national body of current law is reorganized under SPK Serie 1 1 No: 25 and BDDK bulletin no. 6 in order to harmonize with international body of law.
Özet (Çeviri)
ABSTRACT Since man started trading, he saw that not only his own wealth and labor were not sufficient for trade operations, but he also looked for ways to benefit from the wealth and workings of others. Consequently, with the aim of being able to meet the increasing goods and services demands of companies under intense competition, the concept of business combination has arisen as corporations have tried to expand and develop. Generally used synonymously with the terms merger, acquisition, and consolidation in the literature, business combination is the economic and lawful unification of two or more enterprises that are considered to be independent by law. It depends on the principles of the continuation of shareholding, dissolution without liquidation, universal subrogation and the protection of creditors. Companies prefer to merge for such reasons as benefiting from scale economies and the synergy effect, the expansion of financial opportunities, decreases in costs and the competition in the company's operation sector, obtaning tax advantages, employing expert personnel, and owning a capable administration. Despite many advantages of business combinations, they can also cause communication problems between the sides, a slow decision process, costs arising from the acquisiton, monopolization tendencies, and disharmony created by corporate culture differences. Business combinations are classified as horizontal, vertical, circular and mixed business combinations depending on area of economic operation; formal business combinations (trust, holding, consortium, merger, acquisition, work partnerships) depending on law structures; and informal businesscombinations (cartel, fair play agreements, interest groups, pooling, enterprises working in co-operation arising from executive boards comprising of same people). The legal arrangements concerning business combinations are defined by the Turkish Trade Law (TTL), Tax Laws, Capital Markets Law, and the Law Regarding the Protection of Competition. The general rules of TTL are designated under the titles 146-151 and the special laws regarding incorporations under titles 451-454. Business combination, which the TTL allows only for companies of the same kind, is realized through establishing a new company or take-over. The business combination defined under Article 36 of the Insititutions Tax Law is named“business combination with tax,”and the business combination defined under Article 37 is named“business combination without tax.”According to the Value Added Tax Law, business combinations in accordance with Article 36 of ITL are business combinations with tax and subject to the VAT; business combinations that the ITL regards as transfers are not subject to the VAT. Business combinations are found in IFRS 3 and FASB 141 in international arrangements. According to European Union harmonizing efforts, EU countries have to abide by the international financial reporting standarts by 2005. In this respect, our national body of current law is reorganized under SPK Serie 1 1 No: 25 and BDDK bulletin no. 6 in order to harmonize with international body of law.
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