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Business Combination and Consolidation

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1. How is goodwill measured in a business combination?

ASC 805-30-30-1

Measurement of Goodwill Currently Viewing:
805 Business Combinations
30 Goodwill or Gain from Bargain Purchase, Including Consideration Transferred
30 Initial Measurement
General
> Measurement of Goodwill
30-1 The acquirer shall recognize goodwill as of the acquisition date, measured as the excess of (a) over (b): * a. The aggregate of the following: * 1. The consideration transferred measured in accordance with this Section, which generally requires acquisition-date fair value (see paragraph 805-30-30-7) * 2. The fair value of any noncontrolling interest in the acquiree * 3. In a business combination achieved in stages, the acquisition-date fair value of the acquirer’s previously held equity interest in the acquiree. * 30-2 In a business combination in which the acquirer and the acquiree (or its former owners) exchange only equity interests, the acquisition-date fair value of the acquiree’s equity interests may be more reliably measurable than the acquisition-date fair value of the acquirer’s equity interests. If so, the acquirer shall determine the amount of goodwill by using the acquisition-date fair value of the acquiree’s equity interests instead of the acquisition-date fair value of the equity interests transferred. * Currently Viewing: * 805 Business Combinations * 30 Goodwill or Gain from Bargain Purchase, Including Consideration Transferred * 30 Initial Measurement * General * > Measurement of Goodwill * 30-3 To determine the amount of goodwill in a business combination in which no consideration is transferred, the acquirer shall use the acquisition-date fair value of the acquirer’s interest in the acquiree determined using a valuation technique in place of the acquisition-date fair value of the consideration transferred (see paragraph 805-30-30-1(a)(1)). Paragraphs 805-30-55-3 through 55-5 provide additional guidance on applying the acquisition method to combinations of mutual entities, including measuring the acquisition-date fair value of the acquiree’s equity interests using a valuation technique

2. Provide examples of consideration transferred in a business combination as identified by FASB.

ASC 805-30-30-7
30-7 The consideration transferred in a business combination shall be measured at fair value, which shall be calculated as the sum of the acquisition-date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree, and the equity interests issued by the acquirer. (However, any portion of the acquirer’s share-based payment awards exchanged for awards held by the acquiree’s employees that is included in consideration transferred in the business combination shall be measured in accordance with paragraph 805-20-30-21 rather than at fair value.) Examples of potential forms of consideration include the following: * a. Cash * b. Other assets * c. A business or a subsidiary of the acquirer * d. Contingent consideration (see paragraphs 805-30-25-5 through 25-7) * e. Common or preferred equity instruments * f. Options * g. Warrants * h. Member interests of mutual entities.

3. What is the purpose of providing consolidated financial statements?

ASC 810-10-10-1
10-1 The purpose of consolidated financial statements is to present, primarily for the benefit of the owners and creditors of the parent, the results of operations and the financial position of a parent and all its subsidiaries as if the consolidated group were a single economic entity. There is a presumption that consolidated financial statements are more meaningful than separate financial statements and that they are usually necessary for a fair presentation when one of the entities in the consolidated group directly or indirectly has a controlling financial interest in the other entities.

4. Can a company use consolidation instead of equity method if all they have is a significant influence but not control?

ASC 323-10-25-2
The Equity Method—Overall Guidance
Currently Viewing:
323 Investments—Equity Method and Joint Ventures
10 Overall
25 Recognition
General
> The Equity Method—Overall Guidance
25-2 An investor shall recognize an investment in the stock of an investee as an asset. The equity method is not a valid substitute for consolidation. The limitations under which a majority-owned subsidiary shall not be consolidated (see paragraphs 810-10-15-8 and 810-10-15-10) shall also be applied as limitations to the use of the equity method.)
Pending Content:
Transition Date: (P) December 16, 2015; (N) December 16, 2016 Transition Guidance: 810-10-65-7
An investor shall recognize an investment in the stock of an investee as an asset. The equity method is not a valid substitute for consolidation. The limitations under which a majority-owned subsidiary shall not be consolidated (see paragraphs 810-10-15-8 through 15-10) shall also be applied as limitations to the use of the equity method.

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