Le riserve di bilancio fra economia e diritto

ABSTRACT:

The reserves of financial statement represent an interdisciplinary topic which involves economic problems and issues of corporate law. The two moments typically merge with the approval of the financial statement, because this is the exact time in which profits deriving from business management are subject to the decisions of allocation of the shareholders’ meeting. The purposes of this paper can be summarized as follows. A) Firstly, to demonstrate that all kinds of reserves -earnings reserves and capital reserves, disclosed reserves and hidden reserves- are, above all, a business-economy problem, in spite of the fact that they only appear in the financial statements following the shareholders’ meeting resolution. In other words, the moment in which reserves appear in financial statement is only the formal ratification of the profits made by the company, but, from a substantial point of view, the same profits have been created (or destroyed) by management -and not by shareholders’ meeting- much before the financial statement was approved. This is also true for International Accounting Standard IAS/IFRS, with respect to which a large part of reserves derives precisely from measurements made on the basis of fair value. B) Secondly, to show the relationship between accounting and law, and in particular to highlight how the financial statement is governed not only by law, but also, and first -from a logical point of view- by accounting and economic principles. To this end, the history of reserves is here considered especially to reconstruct the evolutionary logic, the aims pursued by the legislator and the contribution that business economy and accounting provide for the attainment of the same aims. These considerations are also applicable to IAS/IFRS, because it is not the model of financial statement IAS 1 to establish the creation of reserves, but, on the contrary, the set of enterprise business valuations. C) Finally, to demonstrate that the constituents values of reserves are not only reliable, but also estimated and conjectured. Therefore, with equal reliable values, the amount of reserves -especially of earnings reserves- depends on the extent of the estimated and conjectured values. In this regard, it must be remembered that the main purpose that the law assigns to the reserves is to protect the capital of the firm and the reasons of the stakeholders. However, in the presence of overestimation of the assets or under-valuation of the liabilities, this purpose is only formally achieved, as the financial statement shows profits, wholly or partly, apparent and fictitious. With particular regard to IAS/IFRS, the estimated values are even wider, because the main criterion of evaluation is fair value, instead of historical cost.

KEYWORDS: Reserves, economy, law