Business Combinations Flashcards

1
Q

Business Combination

A

When an acquiring business gains control of another business. Control is considered as greater than 50% of voting ownership.

All transaction costs associated with a business combination are expensed as incurred. This includes legal fees, audit fees, finder fees, etc.

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2
Q

Merger

A

Entity A merges with Entity B. Entity B no longer exists in a merger, just entity A.

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3
Q

Consolidation

A

Entity A and Entity B consolidate their net assets and become entity C. Entity A and B no longer exist, just the new entity C.

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4
Q

Acquisition

A

Entity A acquires a controlling interest in entity B, but BOTH entity A and B continue as separate legal entities

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5
Q

Income determination at the date of acquisition

A

Consolidated net income is just the parent’s net income

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6
Q

Income determination for the full year of the combination

A

Consolidated net income is the parent’s net income for the year + the sub’s net income AFTER the combination.

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7
Q

Income determination for years after the combination

A

Consolidated net income is parent’s net income + the sub’s net income each year

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8
Q

Non Quantitative Disclosures

A

The name and description of acquiree

Acquisition date

Percentage voting equity acquired

The primary reason for combination

Description of how the acquiree gained control

Qualitative factors that make up the goodwill amount

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9
Q

Acquisition Date Value Disclosures

A

Fair value of each class of consideration transferred and total amount transferred

Fair value of non-controlling interest and techniques/inputs used to determine fair value

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10
Q

Goodwill Disclosures

A

Amount allocated to each reportable segment

Amount expected to be tax deductible

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11
Q

For Bargain Purchase

A

Amount of gain
Where the gain shows in financial statements
Description of basis for gain

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12
Q

Publicly Traded Entity Disclosures

A

Amounts of post-combination revenue and earnings of sub included in consolidated income

Revenue and earnings for the period as though combination occurred at beginning of period

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13
Q

IFRS vs GAAP Differences

A

Under GAAP, contingent assets and liabilities can be recognized if criteria are met. Under IFRS, contingent assets are not recognized.

Under GAAP, goodwill allocation is to the reporting units. Under IFRS, goodwill is allocated to the cash-generating units

Goodwill impairment testing is a one-step process under IFRS, and a two-step process under GAAP

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