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Corporate governance and earnings management ... - CEREG

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(1897, p. 46). He arrives at the conclusion that this “undesirable” <strong>and</strong> “embarrassing”<br />

asset should be eliminated “with all due speed” (1897, p. 45-46);<br />

- on the other h<strong>and</strong>, he also has shareholder’s interests in mind, <strong>and</strong> believes that goodwill<br />

“should not be written off out of profits” (1897, p. 46) because that comes down to<br />

creating “a secret reserve” (1897, p. 47).<br />

To settle this problem, Dicksee first raises the possibility of reducing the “Capital account”<br />

by the whole amount of goodwill (1897, p. 46), although he acknowledges that this ideal<br />

solution is not actually possible, <strong>and</strong> would not be acceptable to lawyers (1897, p. 46). Since<br />

he would rather leave the reserves alone (1897, p. 46), he seeks unusual solutions (such as the<br />

creation of founders’ shares) (1897, p. 47) but is forced to admit that they are probably<br />

“unworkable” (1897, p. 48). Failing to find an optimum solution, Dicksee, in agreement with<br />

Tillyard (1920, p. 106), appears to have finally accepted that acquired goodwill should be<br />

charged to reserves, particularly if the goodwill was artificially inflated.<br />

As in the precedent period, many authors are drawn to this view for practical reasons. One<br />

such is Hamilton (1914, p. 218), who puts forward a theoretical defense of the actuarial<br />

approach (no systematic reduction), before conceding that “as to the practical desirability of<br />

writing off goodwill, I agree”. Another is Lancaster (1927, p. 146), who like Hamilton, thinks<br />

there is no theoretical reason to reduce goodwill, unless it is to reflect an effective loss of<br />

value. But “on the other h<strong>and</strong>, in view of its intangible nature <strong>and</strong> the fact that its value is<br />

always dependent upon the financial stability of the undertaking, it is considered sound<br />

financial policy to write down goodwill as <strong>and</strong> when profits are available”.<br />

Some authors, as noted above, take a clearly dynamic position (Leake <strong>and</strong> Guthrie for<br />

example), but this approach met with little success in practice, as we shall see.<br />

Garke <strong>and</strong> Fells (1922) occupy a somewhat ambiguous position: in theory, they are against<br />

systematic amortization of goodwill, but they consider that in practice it is “desirable to create<br />

gradually a special reserve fund” (see Bryer, 1995, p. 306). There are also some “extremist”<br />

27

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