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Food for Thought

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Case 11-7:
Food for Thought

The Audit Committee of the Board of Directors of Allfoods Corporation:
Allfoods Corp. acquired 80% of the outstanding common stock of Baked Beans Corp in a business combination on February 1, 2009. Allfoods paid $40 million in cash and issued two million shares of Allfoods common stock to the selling shareholders of Baked Beans. Allfoods stock options will replace all outstanding stock options granted to Baked Beans employees as required by the merger agreement. This transaction has been accounted for in accordance with ASC 805, Business Combinations.
We have determined that consideration transferred amounts to $135 million, land and buildings should be recorded using the “in-use” valuation premise and intangible assets should be recorded at fair value. The following pronouncements have been used in making our decision: ASC 718, ASC 805-10-25-23, ASC 805-20-25-4, ASC 805-20-30-6, ASC 805-30-25, ASC 805-30-30-7, ASC 805-30-30-9, ASC 805-30-30-11, ASC 820-10-35-10, ASC-820-10-35-11.
Consideration Transferred
ASC 805-30-30-7 requires that an acquirer measure and recognize the fair value of the consideration transferred in a business combination as of the acquisition date. However, ASC 718 is applied to measure the share based payment awards. Consideration transferred may include cash, other tangible and intangible assets, business and subsidiary of acquirer, contingent consideration, equity instrument etc.
Common Stock
According to ASC 805, equity securities (common stocks) issued as consideration in business combination should be measured at fair value as of the acquisition date.
Contingent Consideration
ASC 805-30-25 states that the acquirer shall recognize the acquisition date fair value of contingent consideration as part of the consideration transferred in exchange for the acquiree.
Replacement Stock Option

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