금융자산의 인식과 제거에 대한 비대칭적 회계처리 : 총수익스왑을 활용한 지분증권 거래에 관한 사례 연구

Total return swap (hereinafter ‘TRS’) is a generic term for all types of financial transactions in which a TRS payer who possesses legal ownership of a reference asset transfers specified rewards and/or risks arising from the asset to a TRS receiver in return for receiving promised fees. This financial innovation provides firms with two unique advantages: i) decoupling effects that separate legal ownership and voting right of a stock and ii) flexibility that allows diverse structural designs satisfying various objectives. Prior literature, however, has studied TRS from a legal perspective, focusing on the potential risk of decoupling effects that violate the one-share-one-vote principle, one of the most important bases of the modern Company Act. In this paper, we discuss two accounting issues surrounding TRS by analyzing two cases - TRS of Asiana Airlines Inc. (hereinafter ‘Asiana case’) and TRS of Hotel Lotte Co., Ltd. (hereinafter ‘Lotte case’) - of which accounting treatments are different despite their similar economic substances. We first examine asymmetric accounting treatments in relation to recognition and derecognition of financial assets when TRS is involved in the transaction. The current derecognition standards of financial assets do not regard a TRS-based equity disposal as a true sale because cash settlement conditions in ordinary TRS structures retransfer market risk to a seller. As shown in the Asiana case in which reference assets are currently-possessed equity securities, firms who are in a seller position are not allowed to derecognize the financial assets as long as cash settlement condition exists regardless of legal ownership transfer. On the other hand, the recognition standards of financial assets require firms to directly represent as contractual parties of financial transactions to recognize underlying assets, consequently placing legal form before economic substance. As in the Lotte case whose objective is to purchase new equity securities, firms who are neither direct buyers nor sellers are prohibited from recognizing newly acquired financial assets, although firms de facto own the assets from an economic perspective. As a consequence, different accounting treatments are applied to economically identical transactions, depending on the characteristics of TRS reference assets, that is, whether the assets are currently-possessed versus newly-acquired. Since firms have stronger control over reference assets in a purchasing-purpose TRS than in a selling-purpose TRS, the current recognition standards of financial assets that prioritize legal form need to be revisited for the consistency with the derecognition standards which prioritize economic substance. At minimum, more transparent disclosure is necessary to help investors better understand the nature of transactions. Secondly, we discuss the discrepancy between law and accounting in regards to TRS equity disposal. The law which puts more weight on contractual appearance of duty and right relations considers TRS equity disposal as a true sale only if major legal rights, such as ownership and voting rights, are transferred. Consistently, the court and the Fair Trade Commission consider Asiana’s TRS-based equity securities disposal as a true sale. In contrast, the accounting which stands on the substance-over-form principle does not affirm it as a true sale unless most financial rewards and risks are actually transferred regardless of legal ownership. The Financial Supervisory Service’s opinion about Asiana’s TRS accounting treatment resonates the accounting viewpoint. This inconsistency between the law and accounting cannot easily be reconciled due to the contrasting objectives and approaches between the two. Since firms may have incentives to pursue regulatory arbitrage and in turn exploit the inconsistency, caution needs to be exercised for investors to have a deeper understanding of firms’ TRS transactions