This article is dedicated to some problematical aspects of the badwill (goodwill negative) definition. The author examines different opinions concerned to the badwill definition. Negative goodwill can sometimes occur after a distressed sale. Because this type of sale almost always happens under unfavorable conditions, the seller generally receives a worse price. When the price received is less than the actual value of its net assets you have negative goodwill. So, badwill arises where the net assets at the date of acquisition, fairly valued, exceed the cost of acquisition. In this context, the author considers that it is very important to study such accounting category as a badwill.