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Although the results of the review show that some good business combination disclosures were provided, ESMA identified certain areas where improvements are warranted in order to enhance the usefulness of the information. Despite the fact that issuers included in the sample recognised goodwill in most of the business combinations analysed, descriptions of the factors making up goodwill were often ‘boiler plate’ or insubstantial.
Generally, issuers presented a summary of the fair values of major assets and liabilities acquired. However, the high level of aggregation of certain assets and liabilities limited the understandability of the information provided and some were aggregated despite having a different nature. When measuring those assets and liabilities at fair value, ESMA noted that some issuers referred to external valuations only and very few issuers disclosed information on how fair values were determined.
Almost a quarter of the business combinations reviewed did not recognise any intangibles separately from goodwill and bargain purchases appear to happen more frequently than generally expected.
ESMA urges issuers to provide disclosures tailored to the specific circumstances of transactions. In particular, ESMA believes issuers should further improve the quality of the information by:
ESMA expects that national competent authorities will take appropriate enforcement actions where material breaches of the IFRS requirements have been identified as part of the review and will monitor their progress.