会计学院知识库

面对信息不对称带来的巨大风险，为保障投资方及股东的权益，越来越多的企业选择在并购交易中签订对赌协议。但对赌协议引入国内时间尚且较短，实践经验尚不充分，我国缺乏成型的、有针对性的会计准则作为参考。目前我国企业对赌协议的确认和计量不能公允的反映其经济实质，并且存在不及时、不充分披露对赌协议相关信息的情况。因此，规范对赌协议的确认与计量十分必要，故本文采用案例研究方法对此进行深入探讨，以期为对赌协议确认与计量的进一步研究提供支持。

首先，在国内外学者已有研究的基础上对对赌协议的概念进行界定，对其经济实质、确认与计量进行初步分析。其次，结合现行准则，对实务中对赌协议确认与计量时采用的不同处理方法的合理性进行探讨，发现实务中存在缺乏明确标准及公允价值计量可靠性不足的问题。对案例企业对赌协议的内容设置、完成情况、初始确认与计量、后续确认与计量进行分析，判断其会计处理的合理性。通过进一步剖析案例发现，案例企业对赌协议的确认与计量中除了存在适用准则不准确、会计信息可靠性低、可比性不足、信息披露不充分的问题之外，还存在较为明显的计提商誉减值不及时、不充分，解释前后矛盾的问题，因此本文对案例企业涉及对赌协议的商誉及减值过程也进行了分析。

基于本文所选案例体现出的实务中存在的普遍问题，结合现行准则，对实务中对赌协议的会计确认与计量提出了改进建议，帮助企业更深入地理解会计政策，让我国上市公司能够更好地运用会计准则，对对赌协议的会计确认与计量做出合理处理，使得信息披露更加公允、完善，进而为会计信息使用者提供更有效的信息。

Faced with the huge risks brought by information asymmetry,more and more enterprises choose to sign betting agreements in Mergers and Acquisitions transactions in order to protect the rights and interests of investors and shareholders. However, the introduction of the gambling agreement in China is still relatively short, and the practical experience is not enough, and our country lacks formed and targeted accounting treatment standards as a reference. At present, the recognition and measurement of the gambling agreement of Chinese enterprises can not fairly reflect its economic essence, and there is a situation that the information related to the gambling agreement is not timely and insufficient. Therefore, it is very necessary to standardize the recognition and measurement of gambling agreements, so this paper uses the case study method to conduct an in-depth discussion, in order to provide support for further research on the recognition and measurement of gambling agreements.

First of all, based on the existing research of domestic and foreign scholars, the concept of gambling agreement is defined, and its economic essence, recognition and measurement are preliminarily analyzed. Secondly, combined with the current standards, the rationality of different treatment methods used in practice when confirming and measuring gambling agreements is discussed, and the problems of lack of clear standards and insufficient reliability of fair value measurement are found in practice. Analyze the content setting, completion, initial confirmation and measurement, subsequent confirmation and measurement of the gambling agreement of the case enterprise, and judge the rationality of its accounting treatment. Through further analysis of the case, it is found that in addition to the problems of inaccurate applicable standards, low reliability of accounting information, insufficient comparability and insufficient information disclosure, there are also obvious problems of late and insufficient provision of goodwill impairment and inconsistent interpretation in the recognition and measurement of the gambling agreement of enterprises in the case. Therefore, this paper also analyzes the goodwill and impairment process of the case companies involved in gambling agreements.

Based on the common problems in practice reflected in the selected cases in this paper, combined with the current standards, this paper puts forward improvement suggestions on the accounting recognition and measurement of the gambling agreement in practice, helps enterprises to understand accounting policies more deeply, enables listed companies in China to better use accounting standards, and makes reasonable treatment of the accounting recognition and measurement of the gambling agreement. It makes the information disclosure more fair and perfect, and then provides more effective information for the users of accounting information.