One of the advantages accruing to the holding company, aside from the favorable financial and legal aspects of the enterprise, is that the subsidiaries remain as operating and business units. This is often desirable because of the value of the good-will accruing to the constituent companies from years of business dealing with their customers. The advantages of the close consolidation may be often obtained by stimulating rivalry between the various plants of the same industry and by exchanging information as to successful methods of operation.
A holding company does not generally own all the stock of the subsidiary. Often, however, this is necessary because of the trouble that a small minority of the stockholders can create if the interests of the subsidiary and the holding company clash; such as might be the case if, for reasons of efficiency, the plant of the subsidiary were closed down. It would naturally be a gain to the holding company but a loss to the minority stockholders of the subsidiary if the productive capacity of another plant could be utilized to better advantage.
Accounting for the Holding Company
In [Chapter XV] where the principles of valuation of permanent investments were discussed, reference was made to the method of valuing the holdings of the stock of subsidiaries as carried on the books of the holding company. A distinction was there made between the accounting procedure in showing the holdings of the subsidiary stocks when the parent company has complete ownership, and when its ownership is only partial—though usually a controlling—ownership. If the ownership is complete, as there pointed out, to show the consolidated balance sheet and profit and loss summaries is the best and only intelligible presentation of condition. Where ownership is not complete the balance sheet of the holding company must carry the stock of the subsidiary at a valuation which varies in accordance with the earnings and dividend policy of the subsidiary. In addition to the method of showing the valuation of the holdings in the subsidiary, it may for certain purposes and particularly for internal use, be desirable to append to the statements of the holding company financial statements of each of the subsidiaries so as to give an intelligent view of the condition of the properties of all the companies. These appended statements are, of course, not an integral part of the financial statements of the holding company but are necessary as furnishing information which the officers of the holding company may need in their direction of the policy of the subsidiary. For a detailed discussion of the consolidated balance sheet and profit and loss summaries the student is referred to [Chapter XXXIV].
Aside from the financial statements, no special accounting problems or peculiarities arise in accounting for the holding company. Where, as is usual, accounts with the subsidiaries appear on the books of the holding company other than stock accounts showing the investment, the chief problem lies in the valuation of these accounts. That feature was also discussed in [Chapter XV] to which the student is referred.
Distinction between Consolidation and Merger
Consolidation, in the legal sense, refers to the complete union of two or more enterprises. It is a fusion whereby each company loses its identity in the larger unit of the new corporation. The prior corporations are dissolved and cease to exist. The stock of the old corporation is exchanged for that of the new corporation upon an agreed ratio. The usual procedure for statutory consolidation is as follows:
1. Agreement by the directors of the various companies as to terms, etc.
2. Assent of the stockholders of each company to the directors’ agreement.
3. Filing of certified copies of the agreement, with the vote in its favor, in the same offices in which the certificates of incorporation of each corporation were originally filed.