本文试图在商誉的超额获利能力观下,从一个新的角度来探讨并购商誉问题。本文的研究建立在商誉的计量现实可行的基础上。这并不代表商誉的计量不存在问题,而是想证明,即使商誉的计量可行,对于并购商誉的研究仍有些问题需要解决。作者认为,被并购方的自创商誉不构成并购商誉;协同效应所带来的超额收益在并购双方之间分配,其中分配给被并购方的部分也不构成并购商誉;并购商誉在并购完成后,应当和并购方的自创商誉合并,作为整体进行减值测试。 This article attempts to explore the issue of goodwill on acquisition from a new perspective under the concept of excess profitability of goodwill. The research of this paper is based on the realistic measurement of goodwill. This does not mean there is no problem of measurement of goodwill. Instead, it wants to prove that even if measurement of goodwill is feasible, there are still some problems to be solved in the study of the goodwill of mergers and acquisitions. The author thinks that the self-made goodwill of the acquired party does not constitute the goodwill of the merger; the excess returns from the synergies are distributed between the two parties, and the part allocated to the acquired party does not constitute the goodwill of acquisition; After the completion of the merger, it shall be merged with the acquired goodwill of the acquirer for impairment testing as a whole.