Dealing With Intellectual Property In Business Combinations

By Michael Turgeon and Timothy J. Bechen

Last year, the SEC’s Division of Corporate Finance released a review of 2002 filings by Fortune 500 companies. Of particular note was the conclusion that intellectual property and other intangible asset and goodwill impairment tests were among the critical disclosures that either conflicted significantly with SEC rules or were "materially deficient in explanation or clarity." This finding clearly illustrates that two years after the issuance of FAS 141 and 142 by the Financial Accounting Standards Board¹ ("FASB"), a large number of companies still do not understand the proper way to treat goodwill, intellectual property, and other intangible assets acquired in business combinations.