Business Combinations Flashcards
Business Combination
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.
Merger
Entity A merges with Entity B. Entity B no longer exists in a merger, just entity A.
Consolidation
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.
Acquisition
Entity A acquires a controlling interest in entity B, but BOTH entity A and B continue as separate legal entities
Income determination at the date of acquisition
Consolidated net income is just the parent’s net income
Income determination for the full year of the combination
Consolidated net income is the parent’s net income for the year + the sub’s net income AFTER the combination.
Income determination for years after the combination
Consolidated net income is parent’s net income + the sub’s net income each year
Non Quantitative Disclosures
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
Acquisition Date Value Disclosures
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
Goodwill Disclosures
Amount allocated to each reportable segment
Amount expected to be tax deductible
For Bargain Purchase
Amount of gain
Where the gain shows in financial statements
Description of basis for gain
Publicly Traded Entity Disclosures
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
IFRS vs GAAP Differences
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