A merger represents a concentration of forms of capital (economic, technical,

human) with a porpouse of survival or development of two or more units on the public
market.
I.P.Pantea, Managementul contabilitatii romanesti, vol. II, Ed. Intelcredo, Deva, 1998,
Pag. 689
A merger represents the transmission of assets to one or more companies, towards
an existing company (merger absorption), or a new society (mergers creation).
D. Matis, Contabilitatea operatiunilor speciale, Ed. Intelcredo, Deva, 2003
What characterizes a merger?
A corporate takeover is usually a substantial capital investment to buy a company
(as a whole or as part of its capital).
Due to its size an acquisition may have a great impact on shareholders' equity
owners, other than a capital investment. The instruments of analysis and decision-making
must be applied with care because of size and complexity of investment
A corporate acquisition may take the form of a merger by absorption, as well as through a
fusion.
A merger by absorption involves combining two companies, buyer / investor which is
merging company and the merged company. The buyer absorbs all assets, claims and
debts from the company being acquired and assumes its businesses. The absorbed
company lost its independent existence, often becoming a subsidiary of the buyer.
National regulations converge on using the merger to restructure capital and development
of foreign companies by extending the capital and full acquisitions. This is the difference
between the merger by absorption with the liquidation of the company being acquired in
Romania and the merger by absorption by becoming the absorbed subsidiary (owned
integraly) of the merging company in countries with developed market economy.
In a fusion or consolidation, two or more companies combine to form a new entity. In this
case, the distinction between buyer and the acquired company no longer exists because
the shares of each fused company changes in shares of the newly created companies, not
between them. Both fusing companies lose their existence becoming independent
subsidiary of the new company, or trough combining and liquidation became the new
company. When two companies approximately equal in size combine, usually
consolidation and fusion is chosen. When they are unequal in size merger by absorbtion
is chosen. Usually the biggest company buyest the smallest one, but there are exceptions.
The distinction between the merger by absorption ad consolidation is important in legal
terms, the achievement technique is the same.
A merger involves buying the entire company. To buy a company with its own portfolio
of assets and liabilities, is more complicated than buying a car or a factory. In addition,
there are complex tax issues. For these reasons, estimating cash flow additions
(incremental cash flow) is inherently more difficult than appreciating the budgetary
problems of capital. Thus, the financing of acquisitions gain importance.

In Romania, the merger is the operation whereby two or more companies

decide separately transmission of assets and liabilities on a company or establishment of

a new commercial companies, as a joint activity. The exchange is calculated in the
procedures for determining the economic potential of enterprises that fuzioneaza.
Moreover matter of absolute value than aporturilor "their economic weight" 3), where as
a result aporturilor in evaluating the merger plan remains secondary toward parity
exchange for action. It is a competition that should count not only the absolute value of a
contribution, but also the value in comparison with other consideration, and especially
with the net assets of the acquiring company. The first fusion express a greater potential
of the company acquiring a date value of its action more than the shares being acquired
enterprises. Date of the merger is effective date of assets and liabilities and Registration
in the Register of Commerce.
Transfer of ownership of assets and pasiveler companies involved is the date mentiunii
Trade Register, but the present situation, that is adjusted with the changes occurring in
reporting date of the merger or division. These adjustments are even more numerous and
more complicated with time as scursa from "accounting reference date" until the merger
is effective divizarii or higher. The same problems arise in the case of Operation
liquidation and dissolution. Practice proves unfortunately, even a lack of understanding of
the difference between the accounting reference date and the date of operation itself
through the transmission of real economic factors 4).
In both versions (or absorption contopire), the commercial absorbanta new or established,
dobandeste rights and obligations is held by companies being acquired, preluandu them
all assets and debts. Companies that are being acquired business is dissolve and lose their
legal personality.
A merger may be advantageous economically only if the amount exceeds the entire party.
There are at least a situation in which this occurs: the achievement of exploatari efficient
and cost savings over conventional fixed or constant. Two companies may decide to
merge in an effort to achieve an efficient operation or to take advantage of economies of
fixed costs. The companies combined through a merger can eliminate duplication of
utilities, operations or departments working
a merger will be advantageous for both parties only if they are not able to obtain what
they need cheaper on their own than in combination. Two companies of the same kind of
business could fuziona to achieve "economies of scale" which means fixed costs in
production, distribution or other phases of their activity. "Economies of scale" appear
when the average unit cost of products decreases as increasing production and sales.