The document provides an overview of accounting and tax considerations related to structuring M&A deals. It discusses the purchase (acquisition) method of accounting required by SFAS 141R, which involves recording acquired assets and liabilities at fair value and any excess purchase price over net assets as goodwill. It also outlines different tax structures for M&A deals, including taxable transactions where basis is stepped up and tax-free reorganizations that must meet continuity of interest and business enterprise principles. Specific reorganization types discussed are Type A (merger), Type B (stock-for-stock), and Type C (stock-for-assets) transactions.
1) The document discusses various theories of measurement in accounting, including historic cost, current cost, and exit price approaches.
2) It describes the different scales used in measurement (nominal, ordinal, interval, ratio) and the permissible operations for each.
3) International standards have moved toward a "fair value" approach, but still incorporate elements of historic cost and a mixed measurement system, lacking a consistent theoretical framework. This poses challenges for auditors in determining if financial statements present a true and fair view.
IFRS 3 requires contingent consideration to be recognized as part of the consideration for the acquiree at fair value. It also provides a choice in how to measure non-controlling interests, which affects the calculation of consolidated goodwill. Changes in fair value of contingent consideration after the acquisition date due to additional information are treated as measurement period adjustments, while changes due to subsequent events are accounted for differently depending on the nature of the contingent consideration.
This document discusses key accounting concepts and principles used to prepare financial statements. It outlines concepts like business entity, money measurement, going concern, historical cost, prudence/conservatism, and materiality. It also discusses principles such as objectivity, consistency, accruals/matching, realization, uniformity, and disclosure. The concepts and principles provide guidelines for recognizing revenues, expenses, assets and liabilities to present a true and fair view of a company's financial position.
IAS 18 provides guidance on revenue recognition from the sale of goods, rendering of services, and interest, royalties, and dividends. It defines revenue as the gross inflow of economic benefits from an entity's ordinary activities. For revenue to be recognized under IAS 18, it must be probable future benefits will flow to the entity and the amount can be reliably measured. IAS 18 also addresses agency relationships and determining whether an entity is acting as a principal or agent in a transaction.
The document summarizes key aspects of FAS 141(R) and FAS 160 regarding business combinations and consolidations. FAS 141(R) establishes principles for how acquirers account for business combinations, including recognizing and measuring identifiable assets, liabilities, non-controlling interests, and resulting goodwill. FAS 160 changes how non-controlling interests are displayed, measured, and disclosed in consolidated financial statements. The document outlines various changes introduced by the standards and their impacts on accounting for business combinations and non-controlling interests.
IFRS 3 establishes principles for accounting for business combinations. It requires acquirers to recognize identifiable assets acquired, liabilities assumed and any non-controlling interest at fair value. Goodwill is recognized as the excess of consideration transferred over the fair value of identifiable net assets. The acquisition method involves 4 steps - identifying the acquirer, determining the acquisition date, recognizing and measuring assets, liabilities and non-controlling interest, and recognizing and measuring goodwill or gain on bargain purchase. IFRS 3 also provides guidance on specific transactions like business combinations achieved in stages and accounting for acquisition costs.
The document discusses the key differences between existing AS 14 (Accounting for Amalgamations) and the revised Exposure Draft of AS 14 on business combinations. Some major differences include:
1. The revised standard applies the acquisition method, requiring identifiable assets acquired and liabilities assumed to be measured at fair value on the acquisition date.
2. It provides more guidance on accounting for contingent consideration, bargain purchases, step acquisitions, and transaction costs.
3. Additional disclosures are required to enable users to evaluate the nature and financial effects of business combinations.
The document summarizes IFRS 3 Business Combinations. It discusses the scope and application of the purchase method for business combinations, including identifying the acquirer, determining the cost of the business combination, and allocating the cost to assets and liabilities. It also covers goodwill, impairment testing, valuation considerations, transition guidance, and tax effects of business combinations.
1) The document discusses various theories of measurement in accounting, including historic cost, current cost, and exit price approaches.
2) It describes the different scales used in measurement (nominal, ordinal, interval, ratio) and the permissible operations for each.
3) International standards have moved toward a "fair value" approach, but still incorporate elements of historic cost and a mixed measurement system, lacking a consistent theoretical framework. This poses challenges for auditors in determining if financial statements present a true and fair view.
IFRS 3 requires contingent consideration to be recognized as part of the consideration for the acquiree at fair value. It also provides a choice in how to measure non-controlling interests, which affects the calculation of consolidated goodwill. Changes in fair value of contingent consideration after the acquisition date due to additional information are treated as measurement period adjustments, while changes due to subsequent events are accounted for differently depending on the nature of the contingent consideration.
This document discusses key accounting concepts and principles used to prepare financial statements. It outlines concepts like business entity, money measurement, going concern, historical cost, prudence/conservatism, and materiality. It also discusses principles such as objectivity, consistency, accruals/matching, realization, uniformity, and disclosure. The concepts and principles provide guidelines for recognizing revenues, expenses, assets and liabilities to present a true and fair view of a company's financial position.
IAS 18 provides guidance on revenue recognition from the sale of goods, rendering of services, and interest, royalties, and dividends. It defines revenue as the gross inflow of economic benefits from an entity's ordinary activities. For revenue to be recognized under IAS 18, it must be probable future benefits will flow to the entity and the amount can be reliably measured. IAS 18 also addresses agency relationships and determining whether an entity is acting as a principal or agent in a transaction.
The document summarizes key aspects of FAS 141(R) and FAS 160 regarding business combinations and consolidations. FAS 141(R) establishes principles for how acquirers account for business combinations, including recognizing and measuring identifiable assets, liabilities, non-controlling interests, and resulting goodwill. FAS 160 changes how non-controlling interests are displayed, measured, and disclosed in consolidated financial statements. The document outlines various changes introduced by the standards and their impacts on accounting for business combinations and non-controlling interests.
IFRS 3 establishes principles for accounting for business combinations. It requires acquirers to recognize identifiable assets acquired, liabilities assumed and any non-controlling interest at fair value. Goodwill is recognized as the excess of consideration transferred over the fair value of identifiable net assets. The acquisition method involves 4 steps - identifying the acquirer, determining the acquisition date, recognizing and measuring assets, liabilities and non-controlling interest, and recognizing and measuring goodwill or gain on bargain purchase. IFRS 3 also provides guidance on specific transactions like business combinations achieved in stages and accounting for acquisition costs.
The document discusses the key differences between existing AS 14 (Accounting for Amalgamations) and the revised Exposure Draft of AS 14 on business combinations. Some major differences include:
1. The revised standard applies the acquisition method, requiring identifiable assets acquired and liabilities assumed to be measured at fair value on the acquisition date.
2. It provides more guidance on accounting for contingent consideration, bargain purchases, step acquisitions, and transaction costs.
3. Additional disclosures are required to enable users to evaluate the nature and financial effects of business combinations.
The document summarizes IFRS 3 Business Combinations. It discusses the scope and application of the purchase method for business combinations, including identifying the acquirer, determining the cost of the business combination, and allocating the cost to assets and liabilities. It also covers goodwill, impairment testing, valuation considerations, transition guidance, and tax effects of business combinations.
IFRS 3 establishes principles for accounting for business combinations. It requires assets acquired and liabilities assumed to be measured at fair value and non-controlling interests to be measured either at fair value or proportionate share of net assets. Goodwill is calculated as the excess of consideration transferred over the fair value of net assets acquired. The acquisition method involves 4 steps - identifying the acquirer, determining the acquisition date, recognizing and measuring assets, liabilities and non-controlling interests, and recognizing and measuring goodwill or gain on bargain purchase. IFRS 3 provides additional guidance for specific transactions such as business combinations achieved in stages and accounting for acquisition costs.
This document summarizes the key principles of IAS 18 regarding the recognition of revenue. The standard provides guidance on when revenue from the sale of goods or services should be recognized, and specifies that revenue is recognized when it is probable future economic benefits will flow to the entity and those benefits can be reliably measured. The document outlines the criteria for recognizing revenue from various types of transactions and arrangements, including sales of goods, rendering of services, financing transactions, and customer loyalty programs.
This document discusses several key accounting concepts:
1. The business entity concept establishes that a business and its owners are separate entities. Personal transactions should not be recorded as business transactions.
2. The dual aspect concept states that every transaction has two entries - a debit and a credit.
3. Under the historical cost concept, assets are recorded at their original cost rather than current values.
4. Several concepts provide the basis for recognition and measurement principles, such as realizing revenue only when earned, recognizing expected losses, and valuing assets conservatively.
This document discusses key concepts related to business combinations, including defining a business combination, applying the acquisition method, determining goodwill, assessing goodwill impairment, and identifying the acquirer. It provides learning objectives and definitions from IFRS 3 and ASPE related to business combinations. Examples are provided to illustrate accounting for asset acquisitions, share acquisitions, and amalgamations. The calculation and subsequent accounting for goodwill and non-controlling interests are also summarized.
Khalid Aziz offers coaching classes for commerce students studying various subjects including accounting, economics, business mathematics, and statistics. He also provides coaching for professional qualifications like ICMAP, ICAP, ACCA, CAT, and MA-Economics. Khalid Aziz has over 12 years of coaching experience and 100% student success rates in 2011-2012. He can be contacted at his listed address and phone number in Karachi, Pakistan.
A business combination is a transaction or other event in which a reporting entity (the acquirer) obtains control of one or more businesses (the acquiree).
1. The document discusses different types of business entities including sole traders, partnerships, and companies. It compares sole traders to partnerships and describes the differences between private and public limited companies.
2. The key business activities are described as services, merchandising/trading/retailing, and manufacturing. The costs associated with each are outlined.
3. Setting up a business requires understanding external forces in the political, economic, social, technological, geographical, and competitive environments. A SWOT analysis and establishing objectives are important initial steps. Planning, budgeting, and managing the business are also discussed.
1. This document discusses key accounting concepts and principles such as business entity, historical cost, consistency, and accruals/matching.
2. Some core concepts discussed include treating the business and its owners as separate entities, recording transactions in monetary terms, and preparing financial statements on the assumption the business will continue operating.
3. Important principles that modify accounting practices are also outlined, such as recognizing revenues and expenses according to when they are earned/incurred rather than when cash is paid/received, using prudence to avoid overstating profits, and providing relevant and objective information.
IFRS 3 sets out the accounting requirements for business combinations. The core principle is that an acquirer must recognize the identifiable assets acquired and liabilities assumed at their acquisition-date fair values. Goodwill arises when the consideration transferred exceeds the net fair value of the identifiable assets and liabilities. Business combinations are accounted for using the acquisition method. The acquirer is identified and the acquisition date determined. Recognizable assets acquired and liabilities assumed are measured at their acquisition-date fair values. Any excess consideration over the net fair values is recognized as goodwill.
IFRS 3 provides guidance on accounting for business combinations. It defines a business combination as the acquisition of one business by another. The standard outlines the acquisition method for accounting, which requires identifying the acquirer, determining the acquisition date, recognizing and measuring identifiable assets and liabilities, and recognizing goodwill or a gain from a bargain purchase. Consideration transferred in a business combination is measured at fair value. Exceptions to the recognition and measurement principles are provided for items such as income taxes, contingent liabilities, and share-based payments.
This document discusses key accounting concepts and principles:
- The business entity concept treats the business and its owners as separate entities.
- The historical cost principle records assets at their original cost rather than current value.
- The matching principle recognizes revenues when earned and expenses when incurred to match revenues with related expenses over the same period.
- The materiality concept means that only significant items are disclosed separately in financial statements.
Accounting is a process that involves systematically collecting, processing, and communicating financial information. It requires skill and expertise, making it both a process and an art. The objective of accounting is not to merely record financial data, but to provide useful information to decision makers. Financial accounting specifically aims to maintain accurate records of cash balances, non-cash transactions, incomes/expenses, assets/liabilities, and more in order to determine profit/loss and the overall financial position of an entity. The information generated through financial accounting is meant to help management with tasks like cost control, fraud detection, and policy formulation.
This document discusses key accounting concepts and principles. It outlines several important concepts including:
- Business entity - The business and owner are separate entities
- Historical cost - Assets are recorded at original cost rather than current value
- Prudence/conservatism - Only realized or certain profits and losses are recognized
- Accruals/matching - Revenues are matched with expenses in the period they are earned or incurred
It also describes the users of financial statements such as investors, lenders, management and others. Limitations of financial statements are noted as well as recognition criteria for revenues and expenses.
The document discusses key concepts in financial accounting:
1. Accounting has evolved from a record keeping system to an information system that measures and reports on economic events in financial terms.
2. It involves recording, classifying, and summarizing financial data and communicating results to stakeholders.
3. Financial accounting aims to provide information to assess the financial position and performance of a business entity.
This document summarizes the key accounting concepts that were presented in a seminar by Nishad A. Mulla. It outlines 9 fundamental accounting concepts: 1) business entity, 2) money measurement, 3) going concern, 4) accounting period, 5) accounting cost, 6) dual aspect, 7) realization, 8) accrual, and 9) matching. These concepts establish the framework for collecting, classifying, measuring, and reporting financial information about a business entity in a meaningful way for economic decision making.
The document discusses key concepts and requirements under IFRS 3 related to business combinations, including:
1) Identifying a business combination requires determining whether assets acquired and liabilities assumed constitute a business, with a business defined as an integrated set of activities and assets capable of generating outputs.
2) The acquisition method of accounting is used, which involves identifying the acquirer, determining the acquisition date, and recognizing and measuring the identifiable assets acquired, liabilities assumed, and any non-controlling interest.
3) Goodwill is measured as the excess of consideration transferred over the net assets recognized and represents future economic benefits from assets acquired that are not individually identified and separately recognized.
IFRS 3 (Revised 2008) provides guidance on accounting for business combinations. It requires acquisition-related costs to be excluded from the purchase price, introduces more guidance on contingent consideration, and allows for the choice to measure non-controlling interests at fair value or as a proportion of net assets. The standard also provides more guidance around accounting for pre-existing relationships, loss of control, and changes in ownership interests.
The document summarizes IFRS 3 Business Combinations. It outlines that IFRS 3 specifies that all business combinations must be accounted for using the purchase method. It defines key terms like business, acquisition date, and cost of a business combination. It describes how to identify the acquirer, measure assets and liabilities at fair value on the acquisition date, and account for goodwill and negative goodwill. Significant differences from Indian GAAP are also highlighted.
The document discusses key accounting concepts and conventions. It defines concepts as essential ideas that allow for identification and classification. It also discusses the accounting equation of Assets = Liabilities + Capital. Finally, it explains key accounting concepts like business entity, money measurement, matching, and revenue recognition, as well as accounting conventions like conservatism and consistency.
IAS 18 provides guidance on accounting for revenue. It defines revenue as the gross inflow of economic benefits during an accounting period from ordinary activities. Revenue is recognized when it is probable future economic benefits will flow to the entity and these benefits can be measured reliably. Revenue is measured at the fair value of consideration received, taking into account the stage of completion for services and the transfer of risks and rewards of ownership for goods. The standard also provides disclosure requirements around revenue recognition policies and accounting estimates.
The document discusses IFRS 3 Business Combinations and the acquisition method for accounting for business combinations. It provides an overview of IFRS 3 and the key steps in the acquisition method, including identifying the acquirer, determining the acquisition date, recognizing and measuring the identifiable assets acquired and liabilities assumed at fair value, recognizing and measuring goodwill or gain from a bargain purchase, and accounting for non-controlling interests. It also provides an illustration of calculating goodwill and non-controlling interests under IFRS 3.
IFRS 3 establishes principles for accounting for business combinations. It requires assets acquired and liabilities assumed to be measured at fair value and non-controlling interests to be measured either at fair value or proportionate share of net assets. Goodwill is calculated as the excess of consideration transferred over the fair value of net assets acquired. The acquisition method involves 4 steps - identifying the acquirer, determining the acquisition date, recognizing and measuring assets, liabilities and non-controlling interests, and recognizing and measuring goodwill or gain on bargain purchase. IFRS 3 provides additional guidance for specific transactions such as business combinations achieved in stages and accounting for acquisition costs.
This document summarizes the key principles of IAS 18 regarding the recognition of revenue. The standard provides guidance on when revenue from the sale of goods or services should be recognized, and specifies that revenue is recognized when it is probable future economic benefits will flow to the entity and those benefits can be reliably measured. The document outlines the criteria for recognizing revenue from various types of transactions and arrangements, including sales of goods, rendering of services, financing transactions, and customer loyalty programs.
This document discusses several key accounting concepts:
1. The business entity concept establishes that a business and its owners are separate entities. Personal transactions should not be recorded as business transactions.
2. The dual aspect concept states that every transaction has two entries - a debit and a credit.
3. Under the historical cost concept, assets are recorded at their original cost rather than current values.
4. Several concepts provide the basis for recognition and measurement principles, such as realizing revenue only when earned, recognizing expected losses, and valuing assets conservatively.
This document discusses key concepts related to business combinations, including defining a business combination, applying the acquisition method, determining goodwill, assessing goodwill impairment, and identifying the acquirer. It provides learning objectives and definitions from IFRS 3 and ASPE related to business combinations. Examples are provided to illustrate accounting for asset acquisitions, share acquisitions, and amalgamations. The calculation and subsequent accounting for goodwill and non-controlling interests are also summarized.
Khalid Aziz offers coaching classes for commerce students studying various subjects including accounting, economics, business mathematics, and statistics. He also provides coaching for professional qualifications like ICMAP, ICAP, ACCA, CAT, and MA-Economics. Khalid Aziz has over 12 years of coaching experience and 100% student success rates in 2011-2012. He can be contacted at his listed address and phone number in Karachi, Pakistan.
A business combination is a transaction or other event in which a reporting entity (the acquirer) obtains control of one or more businesses (the acquiree).
1. The document discusses different types of business entities including sole traders, partnerships, and companies. It compares sole traders to partnerships and describes the differences between private and public limited companies.
2. The key business activities are described as services, merchandising/trading/retailing, and manufacturing. The costs associated with each are outlined.
3. Setting up a business requires understanding external forces in the political, economic, social, technological, geographical, and competitive environments. A SWOT analysis and establishing objectives are important initial steps. Planning, budgeting, and managing the business are also discussed.
1. This document discusses key accounting concepts and principles such as business entity, historical cost, consistency, and accruals/matching.
2. Some core concepts discussed include treating the business and its owners as separate entities, recording transactions in monetary terms, and preparing financial statements on the assumption the business will continue operating.
3. Important principles that modify accounting practices are also outlined, such as recognizing revenues and expenses according to when they are earned/incurred rather than when cash is paid/received, using prudence to avoid overstating profits, and providing relevant and objective information.
IFRS 3 sets out the accounting requirements for business combinations. The core principle is that an acquirer must recognize the identifiable assets acquired and liabilities assumed at their acquisition-date fair values. Goodwill arises when the consideration transferred exceeds the net fair value of the identifiable assets and liabilities. Business combinations are accounted for using the acquisition method. The acquirer is identified and the acquisition date determined. Recognizable assets acquired and liabilities assumed are measured at their acquisition-date fair values. Any excess consideration over the net fair values is recognized as goodwill.
IFRS 3 provides guidance on accounting for business combinations. It defines a business combination as the acquisition of one business by another. The standard outlines the acquisition method for accounting, which requires identifying the acquirer, determining the acquisition date, recognizing and measuring identifiable assets and liabilities, and recognizing goodwill or a gain from a bargain purchase. Consideration transferred in a business combination is measured at fair value. Exceptions to the recognition and measurement principles are provided for items such as income taxes, contingent liabilities, and share-based payments.
This document discusses key accounting concepts and principles:
- The business entity concept treats the business and its owners as separate entities.
- The historical cost principle records assets at their original cost rather than current value.
- The matching principle recognizes revenues when earned and expenses when incurred to match revenues with related expenses over the same period.
- The materiality concept means that only significant items are disclosed separately in financial statements.
Accounting is a process that involves systematically collecting, processing, and communicating financial information. It requires skill and expertise, making it both a process and an art. The objective of accounting is not to merely record financial data, but to provide useful information to decision makers. Financial accounting specifically aims to maintain accurate records of cash balances, non-cash transactions, incomes/expenses, assets/liabilities, and more in order to determine profit/loss and the overall financial position of an entity. The information generated through financial accounting is meant to help management with tasks like cost control, fraud detection, and policy formulation.
This document discusses key accounting concepts and principles. It outlines several important concepts including:
- Business entity - The business and owner are separate entities
- Historical cost - Assets are recorded at original cost rather than current value
- Prudence/conservatism - Only realized or certain profits and losses are recognized
- Accruals/matching - Revenues are matched with expenses in the period they are earned or incurred
It also describes the users of financial statements such as investors, lenders, management and others. Limitations of financial statements are noted as well as recognition criteria for revenues and expenses.
The document discusses key concepts in financial accounting:
1. Accounting has evolved from a record keeping system to an information system that measures and reports on economic events in financial terms.
2. It involves recording, classifying, and summarizing financial data and communicating results to stakeholders.
3. Financial accounting aims to provide information to assess the financial position and performance of a business entity.
This document summarizes the key accounting concepts that were presented in a seminar by Nishad A. Mulla. It outlines 9 fundamental accounting concepts: 1) business entity, 2) money measurement, 3) going concern, 4) accounting period, 5) accounting cost, 6) dual aspect, 7) realization, 8) accrual, and 9) matching. These concepts establish the framework for collecting, classifying, measuring, and reporting financial information about a business entity in a meaningful way for economic decision making.
The document discusses key concepts and requirements under IFRS 3 related to business combinations, including:
1) Identifying a business combination requires determining whether assets acquired and liabilities assumed constitute a business, with a business defined as an integrated set of activities and assets capable of generating outputs.
2) The acquisition method of accounting is used, which involves identifying the acquirer, determining the acquisition date, and recognizing and measuring the identifiable assets acquired, liabilities assumed, and any non-controlling interest.
3) Goodwill is measured as the excess of consideration transferred over the net assets recognized and represents future economic benefits from assets acquired that are not individually identified and separately recognized.
IFRS 3 (Revised 2008) provides guidance on accounting for business combinations. It requires acquisition-related costs to be excluded from the purchase price, introduces more guidance on contingent consideration, and allows for the choice to measure non-controlling interests at fair value or as a proportion of net assets. The standard also provides more guidance around accounting for pre-existing relationships, loss of control, and changes in ownership interests.
The document summarizes IFRS 3 Business Combinations. It outlines that IFRS 3 specifies that all business combinations must be accounted for using the purchase method. It defines key terms like business, acquisition date, and cost of a business combination. It describes how to identify the acquirer, measure assets and liabilities at fair value on the acquisition date, and account for goodwill and negative goodwill. Significant differences from Indian GAAP are also highlighted.
The document discusses key accounting concepts and conventions. It defines concepts as essential ideas that allow for identification and classification. It also discusses the accounting equation of Assets = Liabilities + Capital. Finally, it explains key accounting concepts like business entity, money measurement, matching, and revenue recognition, as well as accounting conventions like conservatism and consistency.
IAS 18 provides guidance on accounting for revenue. It defines revenue as the gross inflow of economic benefits during an accounting period from ordinary activities. Revenue is recognized when it is probable future economic benefits will flow to the entity and these benefits can be measured reliably. Revenue is measured at the fair value of consideration received, taking into account the stage of completion for services and the transfer of risks and rewards of ownership for goods. The standard also provides disclosure requirements around revenue recognition policies and accounting estimates.
The document discusses IFRS 3 Business Combinations and the acquisition method for accounting for business combinations. It provides an overview of IFRS 3 and the key steps in the acquisition method, including identifying the acquirer, determining the acquisition date, recognizing and measuring the identifiable assets acquired and liabilities assumed at fair value, recognizing and measuring goodwill or gain from a bargain purchase, and accounting for non-controlling interests. It also provides an illustration of calculating goodwill and non-controlling interests under IFRS 3.
This document contains a student's homework assignment on chapter 1 of an advanced financial accounting textbook. It includes 17 multiple choice questions about concepts related to business combinations, organizational structures, special purpose entities, and the acquisition method of accounting. Key topics covered are how complex organizational structures can benefit companies, how disposal of business segments impacts financial statements, and how the acquisition method is used to determine goodwill in a business combination.
This document contains a student's homework assignment on chapter 1 of an advanced financial accounting textbook. It includes 17 multiple choice questions about concepts related to business combinations, organizational structures, special purpose entities, and the acquisition method of accounting. Key topics covered are how complex organizational structures can benefit companies, how disposal of business segments impacts financial statements, and how the acquisition method is used to determine goodwill in a business combination.
1. Corporations pursue mergers and acquisitions to increase their earnings per share by merging with or acquiring another corporation.
2. Mergers and acquisitions date back to the 19th century and have occurred in waves, such as horizontal consolidations in the 1920s and leveraged buyouts fueled by high-yield debt in the 1980s.
3. Companies can work together through strategic alliances, joint ventures, or acquisitions, which make the acquired company a subsidiary of the purchasing firm through a merger, stock acquisition, or asset acquisition.
This document provides an introduction to key accounting concepts and terms. It defines accounting as the process of identifying, recording, classifying, summarizing, and communicating financial information. The key concepts covered include the accounting equation, double-entry bookkeeping system, accounting cycle, journals, ledgers, debits and credits, and types of accounts. Examples are provided to illustrate basic accounting transactions and how they are recorded using debits and credits according to the rules of double-entry bookkeeping.
This document provides definitions and explanations of key accounting concepts and terms. It discusses the purpose and principles of accounting, including maintaining systematic records of business transactions, protecting business assets, and communicating financial information. The document defines important accounting elements like assets, liabilities, equity/capital, revenue, expenses, profits and losses. It also explains the difference between cash-basis and accrual-basis accounting. Overall, the document provides a comprehensive introduction and overview of fundamental accounting concepts.
This document provides an introduction to key accounting concepts and terms. It defines accounting as the process of identifying, recording, classifying, summarizing, and communicating financial information. The key concepts covered include the accounting equation, double-entry bookkeeping system, accounting cycle, journals, ledgers, debits and credits, and types of accounts. Business transactions that affect the financial position of the firm are recorded using double-entry bookkeeping. The accounting cycle involves recording transactions, classifying accounts, posting to ledgers, and preparing financial statements to summarize the financial results.
This document provides definitions and explanations of key accounting concepts and terms. It discusses the purpose and principles of accounting, including maintaining systematic records of business transactions, protecting business assets, and communicating financial information. The document defines important accounting elements like assets, liabilities, equity/capital, revenue, expenses, profits and losses. It also explains the difference between cash-basis and accrual-basis accounting. Overall, the document provides a comprehensive introduction and overview of fundamental accounting concepts.
The document discusses financial statements, including the income statement, balance sheet, statement of retained earnings, and statement of cash flows. It provides details on the key components and purposes of each statement. The income statement shows a company's revenues, expenses and profits over a period of time. The balance sheet outlines a company's assets, liabilities, and shareholders' equity at a point in time. The statement of retained earnings shows how much earnings have been retained in the business each year. And the statement of cash flows provides information on a company's cash inflows and outflows from operating, investing, and financing activities.
This document provides an introduction to basic accounting concepts including definitions, principles, and the accounting cycle. It defines accounting as the process of identifying, recording, and communicating financial information about economic entities. The key components of the accounting cycle are identified as recording transactions, classifying them, and summarizing them to determine profit/loss and the entity's financial position. Basic accounting terms like assets, liabilities, equity, revenue and expenses are also defined. The document outlines the double-entry system and its rules, as well as the purpose and format of accounting journals and ledgers.
The document provides an overview of corporate mergers and acquisitions (M&A), including considerations in M&A transactions, the current state of the market, general concepts, and the transaction process timeline. It also discusses accretion/dilution analysis and adjustments that are made to the income statement for stock-for-stock and cash-for-stock acquisitions, such as accounting for new shares issued, debt financing, synergies, and other transaction-related impacts.
This document provides an overview of key concepts related to financial statements, cash flows, and taxes. It discusses generally accepted accounting principles, the four main financial statements (balance sheet, income statement, statement of retained earnings, statement of cash flows), how the statements are related, and important tax concepts like average vs marginal tax rates. The learning objectives cover topics like the balance sheet identity, differences between book and market values, calculating cash flows, and using financial statements to identify cash flows to investors.
This document provides an overview of basic accounting principles including the four core financial statements - the balance sheet, income statement, statement of cash flows, and statement of shareholders' equity. It explains how each statement is structured and formatted, provides examples of how to prepare each statement, and summarizes key principles of measurement used in financial reporting such as historical cost and fair value accounting.
This document discusses strategies for structuring the purchase price of an acquisition to reduce risk. It begins by explaining how business valuation is subjective and based on assumptions about future cash flows and discount rates. The value of a business differs from the market price, which is influenced by deal terms. A purchaser can employ a "value-based pricing strategy" to match deal risks and rewards. This includes using holdbacks, vendor financing, earnouts or share exchanges to transfer risks like unrealized synergies or hidden liabilities from the purchaser to the vendor. The goal is to tie the acquisition price to the actual returns realized by structuring consideration to offset risks.
The document provides an overview of complex organizational structures that can result from business combinations and investments in other entities. It discusses the different forms a business combination can take, such as a statutory merger, statutory consolidation, or stock acquisition. The accounting considerations for each type are driven by questions around whether assets or stock were acquired, if the acquired company was dissolved or continued operating, and if there was a change in ownership control. The document also covers topics like purchase price accounting, valuation of assets and liabilities, calculation of goodwill, and disclosure requirements.
A financial feasibility study assesses the financial viability of a business idea or project. It examines startup capital requirements and sources, operating expenses and revenues, and potential returns for investors. The study uses financial statements like the balance sheet, income statement, and statement of cash flows to evaluate the company's profitability, liquidity, solvency, and stability. Key financial metrics like ratios and cash flow methods are also analyzed to determine if the business or project is financially sound and worthwhile for investment.
Merger and acquisition shareholder value maximization and its legalArthur Mboue
The document discusses various aspects of mergers and acquisitions including:
1) Why an M&A advisor must master corporate finance to properly advise clients, deal with legal cases involving valuation, and comply with the duty of care.
2) The different types of acquisition agreements and how they impact ownership status.
3) The key steps in a bidding war for a target company including establishing a motive, choosing a target through due diligence, valuing the target, deciding on a payment method, and determining bidding parameters.
How Does CRISIL Evaluate Lenders in India for Credit RatingsShaheen Kumar
CRISIL evaluates lenders in India by analyzing financial performance, loan portfolio quality, risk management practices, capital adequacy, market position, and adherence to regulatory requirements. This comprehensive assessment ensures a thorough evaluation of creditworthiness and financial strength. Each criterion is meticulously examined to provide credible and reliable ratings.
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After this second you should be able to: Explain the main determinants of demand for any mineral product, and their relative importance; recognise and explain how demand for any product is likely to change with economic activity; recognise and explain the roles of technology and relative prices in influencing demand; be able to explain the differences between the rates of growth of demand for different products.
Solution Manual For Financial Accounting, 8th Canadian Edition 2024, by Libby...Donc Test
Solution Manual For Financial Accounting, 8th Canadian Edition 2024, by Libby, Hodge, Verified Chapters 1 - 13, Complete Newest Version Solution Manual For Financial Accounting, 8th Canadian Edition by Libby, Hodge, Verified Chapters 1 - 13, Complete Newest Version Solution Manual For Financial Accounting 8th Canadian Edition Pdf Chapters Download Stuvia Solution Manual For Financial Accounting 8th Canadian Edition Ebook Download Stuvia Solution Manual For Financial Accounting 8th Canadian Edition Pdf Solution Manual For Financial Accounting 8th Canadian Edition Pdf Download Stuvia Financial Accounting 8th Canadian Edition Pdf Chapters Download Stuvia Financial Accounting 8th Canadian Edition Ebook Download Stuvia Financial Accounting 8th Canadian Edition Pdf Financial Accounting 8th Canadian Edition Pdf Download Stuvia
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Economic Risk Factor Update: June 2024 [SlideShare]Commonwealth
May’s reports showed signs of continued economic growth, said Sam Millette, director, fixed income, in his latest Economic Risk Factor Update.
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[4:55 p.m.] Bryan Oates
OJPs are becoming a critical resource for policy-makers and researchers who study the labour market. LMIC continues to work with Vicinity Jobs’ data on OJPs, which can be explored in our Canadian Job Trends Dashboard. Valuable insights have been gained through our analysis of OJP data, including LMIC research lead
Suzanne Spiteri’s recent report on improving the quality and accessibility of job postings to reduce employment barriers for neurodivergent people.
Decoding job postings: Improving accessibility for neurodivergent job seekers
Improving the quality and accessibility of job postings is one way to reduce employment barriers for neurodivergent people.
Understanding how timely GST payments influence a lender's decision to approve loans, this topic explores the correlation between GST compliance and creditworthiness. It highlights how consistent GST payments can enhance a business's financial credibility, potentially leading to higher chances of loan approval.
1. Elemental Economics - Introduction to mining.pdfNeal Brewster
After this first you should: Understand the nature of mining; have an awareness of the industry’s boundaries, corporate structure and size; appreciation the complex motivations and objectives of the industries’ various participants; know how mineral reserves are defined and estimated, and how they evolve over time.
2. One person of integrity can
make a difference,
a difference of life and death.
—Elie Wiesel
3. Course Layout: M&A & Other
Restructuring Activities
Part IV: Deal
Structuring &
Financing
Part II: M&A
Process
Part I: M&A
Environment
Payment &
Legal
Considerations
Public Company
Valuation
Financial
Modeling
Techniques
M&A Integration
Business &
Acquisition
Plans
Search through
Closing
Activities
Part V:
Alternative
Strategies
Accounting &
Tax
Considerations
Business
Alliances
Divestitures,
Spin-Offs &
Carve-Outs
Bankruptcy &
Liquidation
Regulatory
Considerations
Motivations for
M&A
Part III: M&A
Valuation &
Modeling
Takeover Tactics
and Defenses
Financing
Strategies
Private
Company
Valuation
Cross-Border
Transactions
4. Learning Objectives
• Primary Learning Objective: To provide students with
knowledge of how accounting treatment and tax
considerations impact the deal structuring process.
• Secondary Learning Objectives: To provide students with
knowledge of
– Purchase (acquisition method) accounting used for
financial reporting purposes;
– Goodwill and how it is created; and
– Alternative taxable and non-taxable transactions.
5. Accounting Treatment Background
• Statement of Financial Accounting Standard 141 (SFAS 141) required effective 12/15/01
purchase accounting to be employed for all business combinations by allocating the
purchase price to acquired net assets. Limitations included difficulty in comparing
transactions (e.g., those with minority shareholders to those with none) and mixing of
historical and current values (e.g., staged purchases).
• Effective 12/15/08, SFAS 141R required that acquirers must
– Recognize, separately from goodwill,1 identifiable assets, and assumed liabilities at
their acquisition date2 fair values;3
– Recognize goodwill attributable to non-controlling shareholders;4
– Revalue acquired net assets in each stage of staged transactions to their current fair
value;
– Compute fair value of contingent payments5 as part of total consideration, revalue as
new data becomes available, and reflect on income statement;
– Capitalize “in-process” R&D on acquisition date with indefinite life until project’s
outcome is known (amortize if successful/write-off if not); and
– Expense investment banking, accounting, and legal fees at closing; capitalize
financing related expenses
1Goodwill is an asset representing future economic benefits from acquired assets not identified separately (i.e., control, brand name, etc.)
2Acquisition date is the point at which control changes hands (i.e., closing).
3Fair value is the amount at which an asset could be bought or sold in a current transaction between willing parties with access to the same
information.
4An acquirer must recognize 100% of the goodwill even if they acquired less than 100% of the target’s assets, if they have a controlling interest giving
them effective control over 100% of the assets.
5Recognize as a liability on balance sheet.
6. Purchase (Acquisition) Method of Accounting
• Requirements:
– Record acquired tangible and intangible assets and assumed
liabilities at fair market value on acquiring firm’s balance sheet.
– Record the excess of the price paid (PP) plus any non-controlling
interests1 over the target’s net asset value (i.e., FMVTA - FMVTL) as
goodwill (GW) on the consolidated balance sheet, where FMVTA and
FMVTL are the fair market values of total acquired assets and
liabilities.
• These relationships can be summarized as follows:
– Purchase price: PP = FMVTA– FMVTL+ FMVGW
– Goodwill estimation:2 FMVGW = PP – FMVTA + FMVTL
= PP - (FMVTA - FMVTL)
1The balance sheets of acquirers with a controlling interest that is less than 100% ownership must still record 100% of
goodwill reflecting their effective control over all of the target firm’s assets and liabilities.
2Goodwill and net acquired assets must be checked annually (or whenever a key event such as the loss of a major
acquired customer or patent takes place impacting value) for impairment.
7. Example of Estimating Goodwill
On January 1, 2009, Acquirer Inc. purchased 80 percent of Target Inc.’s 1,000,000
shares outstanding at $50 per share for a total value of $40,000,000 (i.e., .8 x
1,000,000 x $50). On that date, the fair value of total Target net assets was
$42,000,000. What is value of the goodwill shown on Acquirer’s balance sheet? What
portion of that goodwill is attributable to the minority interest retained by Target’s
shareholders?
100% of Goodwill shown on Acquirer’s balance sheet:
FMVGW = PP1 – (FMVTA – FMVTL) = $50,000,000 - $42,000,000
= $8,000,000
Goodwill attributable to the minority interest: Note that 20 percent of the total shares
outstanding equal 200,000 shares with a market value of $10,000,000 ($50 x
200,000). Therefore, the amount of goodwill attributable to the minority interest is
calculated as follows:
Fair Value of Minority Interest: $10,000,000
Less: 20% fair value of total Target net assets
(.2 x $42,000,000): $ 8,400,000
Equal: Goodwill attributable to minority interest: $ 1,600,000
1Purchase price as if acquirer purchased 100% of target firm (i.e., $50/share x 1,000,000 = $50,000,000).
8. Example of Purchase Method of Accounting
(Assume Acquirer Pays $1 Billion for Target)
Acquirer Pre-
Acquisition Book
Value ($Millions)
Col. 1
Target Pre-
Acquisition Book
Value ($Millions)
Col. 2
Target Fair Market
Value ($Millions)
Col. 3
Acquirer Post-
Acquisition Value
($Millions)
Col. 4
Current Assets 12,000 1,200 1,200 13,200
Long-Term Assets 7,000 1,000 1,400 8,400
Goodwill 1003
Total Assets 19,000 2,200 2,600 21,700
Current Liabilities 10,000 1,000 1,000 11,000
Long-Term Debt 3,000 600 700 3,700
Common Equity 2,000 300 1,0001 3,000
Retained Earnings 4,000 300 4,000
Equity + Liabilities 19,000 2,200 2,7002 21,700
1The fair value of the target’s equity is equal to the purchase price; target’s retained earnings implicitly included in the purchase price paid for the
target’s equity. Note that the change in acquirer’s pre- and post- acquisition common equity value equals the acquisition purchase price.
2The $100 million difference between the fair market value of the target’s equity plus liabilities less total assets represents unallocated portion of the
purchase price (i.e., the excess of the purchase price over the FMV of net acquired assets).
3Goodwill = Purchase price – FMV of Net Acquired Target Assets = $1,000 – ($2,600 - $1,000 - $700)
9. Discussion Questions
1. Acquirer and Target companies reach an agreement to
merge. Describe how the purchase method of
accounting would impact the income statement,
balance sheet, and cash flows statements of the
combined companies.
2. Goodwill is an accounting entry equal to the difference
between purchase price and the fair market value of
net acquired assets. As a business manager, what do
you believe goodwill represents? How could the
factors that goodwill represents actually contribute to
improving the combined firm’s future cash flows?
3. How might the treatment of contingent payments under
SFAS 141R affect the popularity of earnouts from the
acquirer’s perspective?
10. Choosing the Right Deal Structure
• Consider the Following Factors:
– Tax impact (Immediate or Deferred)
– Acquirer and Target Shareholder Approvals
– Exposure to Target Liabilities
– Payment Flexibility
– Target Survivability
– Limitations on Restructuring Efforts (e.g., tax-free
status of spin-offs 2 years before and after tax-free
deal could be jeopardized)
11. Alternative Tax Structures
• Mergers and acquisitions can be structured as either tax-free,
partially taxable, or wholly taxable to target shareholders.
• Taxable Transactions:
– The buyer pays primarily with cash, securities, or other non-
equity consideration for the target firm’s stock or assets
– Absent a special election, tax basis of target’s assets will not be
increased to FMV following a purchase of stock
– 338 election: Buyer can elect to have a taxable stock purchase
treated as an asset purchase and acquired assets increased to
FMV. Taxes must be paid on any gains on acquired assets.
– Impact of asset write-up on EPS and potential taxable gains
must be weighed against improved cash flow from tax savings
• Tax-Free Transactions:
– Mostly buyer stock used to acquire stock or assets of the target
– Buyer must acquire enough of the target’s stock and assets to
ensure that the IRS’ continuity of interests and business
enterprise principles are satisfied
12. Alternative Tax-Free Structures
• A tax-free transaction is also known as a tax-free
reorganization since it must satisfy the continuity of
interests and business enterprise principles
• Of the 8 different types of tax-free reorganizations
(Section 368 of the Internal Revenue Code), the most
common are:
– Type A reorganization (incl. statutory direct merger or
consolidation; forward and triangular mergers)
– Type B reorganization (stock-for-stock acquisition)
– Type C reorganization (stock-for-assets acquisition)
– Type D divisive reorganization (spin-offs, split-offs,
and split-ups)
13. Qualifying as a Tax-Free Reorganization
• Four conditions must be met:
– Continuity of ownership interest (usually satisfied if
purchase price at least 50% acquirer stock)1
– Continuity of business enterprise (“substantially all
requirement” usually satisfied if buyer acquires at
least 70% and 90% of FMV of target gross and net
assets)
– Valid business purpose (other than tax avoidance)
– Step transaction doctrine (must not be part of larger
plan that would have resulted in a taxable transaction)
1May be as low as 40% under some circumstances.
14. Continuity of Interests and Business
Enterprise Principles1
• Purpose: To ensure that subsidiary mergers do not
resemble sales, making them taxable events
• Continuity of interests: A substantial portion of the
purchase price must consist of acquirer stock to ensure
target firm shareholders have a significant ownership
position in the combined companies
• Continuity of business enterprise: The buyer must either
continue the acquired firm’s “historic business
enterprise” or buy “substantially all” of the target’s
“historic business assets” in the combined companies.
Continued involvement intended to demonstrate long-
term commitment by acquiring company to the target.
1These principles are intended to discourage acquirers from buying a target in a tax free transaction and immediately
selling the target’s assets, which would reflect the acquirer’s higher basis in the assets possibly avoiding any tax
liability when sold.
15. Type A Reorganization
• To qualify as a Type A reorganization, transaction must be a statutory
merger or consolidation; forward or reverse triangular merger
• No limits on composition of purchase price
• No requirement to use acquirer voting stock
• At least 50% of the purchase price must be in acquirer stock1
• Advantages:
– Acquirer can issue non-voting stock to target shareholders without
diluting its control over the combined companies
– Acquirer may choose not to acquire all of the target’s assets
– Allows use of more cash in purchase price than Types B and C
reorganizations
• Disadvantages:
– Acquirer assumes all undisclosed liabilities
– Requires acquirer shareholder approval if new shares are to be
issued or number of new shares exceeds 20% of the firm’s shares
traded on public exchanges.
– Limitations of asset dispositions within two years of closing
1As low as 40% in some circumstances.
16. Direct Statutory Merger (“A”
Reorganization)
Acquiring Firm
Target Firm (Liquidated as
assets and liabilities merged
with acquirer)
Target Shareholders
(Receive voting or
nonvoting acquirer stock
in exchange for target stock
and boot)
Assets &
Liabilities
Acquirer Stock &
Boot
Target Stock
Target liquidated and contracts dissolved. Contracts need to be assigned or transferred. Remaining target
assets/liabilities assumed by acquirer; acquirer & target shareholder approval required in most states; dissenting
shareholders may have appraisal rights. No asset write-up. Target’s tax attributes transfer to acquirer but are
limited by Section 382 and 383 of Internal Revenue Code (IRC).
17. Statutory Consolidation (“A”
Reorganization)
Company A
(Contributes assets &
liabilities to Newco)
Company B
(Contributes assets &
Liabilities to Newco)
Company A
Shareholders
Company B
Shareholders
New Company
(Newco)
Assets/Liabilities
Newco Stock
Companies A & B liquidated and contracts dissolved. Contracts need to be transferred or assigned; acquirer and
target shareholder approval required with dissenting shareholders having appraisal rights. Structure appropriate
for merger of equals. No asset writeup. Acquirer and target tax attributes transfer to Newco but are limited by
Sections 382 and 383 of IRC.
18. Forward Triangular Merger (“A” Reorganization)
Acquiring Company
Subsidiary (Shell created by
parent and funded by
parent’s cash or stock)
Target Firm (Merges assets
and liabilities with the
parent’s wholly-owned
subsidiary)
Target Shareholders (Receive
voting or nonvoting stock
held by parent’s wholly
owned subsidiary in
exchange for target stock)
Parent’s Stock
& Boot
Target Assets
and Liabilities
Subsidiary’s
Stock
Parent’s
Stock/Cash
“Substantially all” and “continuity of interests” requirements apply. Flexible form of payment. Avoids transfer taxes
and may insulate parent from target liabilities and eliminate acquirer shareholder approval unless required by
stock exchange or new shares issued exceed 20% of acquirer’s outstanding shares. No asset writeup. Target tax
attributes transfer but subject to limitation. Target shareholder approval required. However, as target eliminated,
nontransferable assets and contracts may be lost.
Target Stock
19. Reverse Triangular Merger (“A”
Reorganization)
Acquiring Company
Subsidiary (Shell created by
parent and funded by
parent’s voting stock merged
into target firm)
Target Firm (Receives assets
and liabilities of acquiring
firm’s wholly owned
subsidiary)
Target Shareholders (Receive
parent’s voting stock
held by parent’s wholly
owned subsidiary in
exchange for target stock)
Parent’s Stock
& Boot
Subsidiary’s Assets
and Liabilities
Subsidiary’s
Stock
Parent’s
Voting
Stock
Target survives as acquirer subsidiary. Target tax attributes and intellectual property and contracts transfer
automatically; may insulate acquirer from target liabilities and avoid acquirer shareholder approval. At least 80% of
purchase price must be in acquirer voting shares. No asset writeup. Acquirer must buy “substantially all” of the
FMV of the target’s assets and target tax attributes transfer subject to limitation.
Target Stock
20. Type “B” Stock for Stock Reorganization
• To qualify as a Type B Reorganization, acquirer must use only
voting stock to purchase at least 80% of the target’s voting stock
and at least 80% of the target’s non-voting stock
• Cash may be used only to acquire fractional shares
• Used mainly as an alternative to a merger or consolidation
• Advantages:
– Target may be maintained as an independent operating
subsidiary or merged into the parent
– Stock may be purchased over a 12 month period allowing for a
phasing of the transaction (i.e., “creeping acquisition”)
• Disadvantages:
– Lack of flexibility in determining composition of purchase price
– Potential dilution of acquirer’s current shareholders’ ownership
interest
– May have minority shareholders if all target shareholders do not
tender their shares
21. Type “B” Stock for Stock Reorganization
Acquiring Firm
(Exchanges voting
shares for at least 80%
of target voting & non-
Voting shares”)
Target Shareholders
Wholly-Owned
Shell Subsidiary
Target Firm
(Merged into acquiring
firm’s subsidiary)
Target Stock
Acquirer Voting Stock
(No Boot)
Buyer need not acquire 100% of target shares, shares may be required over time, and may insulate acquirer from
target liabilities. May insulate parent from target’s liabilities and tax attributes transfer subject to limitation. Suitable
for target shareholders with large capital gains and therefore willing to accept acquirer shares to avoid capital
gains taxes triggered in a stock for cash sale.
Target Assets
and Liabilities
Shell
Stock
22. Type “C” Stock for Assets Reorganization
• To qualify as a Type C reorganization, acquirer must purchase 70% and
90% of the fair market value of the target’s gross and net assets,
respectively.
• The acquirer must use only voting stock
• Boot cannot exceed 20% of FMV of target’s pre-transaction assets (value
of any assumed liabilities deducted from boot)1
• The target must dissolve following closing and distribute the acquirer’s
stock to the target’s shareholders for their canceled target stock
• Advantages:
– Acquirer need not assume any undisclosed liabilities
– Acquirer can purchase selected assets
• Disadvantages:
– Technically more difficult than a merger because all of the assets must
be conveyed
– Transfer taxes must be paid
– Need to obtain consents to assignment on contracts
– Requirement to use only voting stock potentially resulting in dilution of
the acquirer shareholders’ ownership interest
1Value of assumed liabilities viewed as part of purchase price.
23. Type “C” Stock for Assets Reorganization
Acquiring Firm
(Exchanges voting shares
for at least 80% of FMV of
Target assets)
Target Firm
(Liquidates and transfers
Acquiring Firm shares and
any remaining assets
to shareholders)
Target Shareholders
Acquirer Voting
Stock & Boot
Target Assets
Acquirer Voting
Stock & Boot
Enables buyer to be selective in choosing assets and any liabilities, if at all, it chooses to assume. Avoids
transfer taxes, requires consents to assignment, and potentially dilutive to acquirer shareholders. No asset
writeup. Tax attributes transfer to acquirer subject to limitation.
Target
Cancelled
Stock
24. Type D Divisive Reorganizations
• Type D Divisive Reorganizations apply to spin-offs, split-ups, and
split-offs
• Spin-Off: Stock in a new company is distributed to the original
company’s shareholders according to some pre-determined formula.
Both the parent and the entity to be spun-off must have been in
business for at least five years prior to the spin-off.
• Split-off: A portion of the original company is separated from the
parent, and shareholders in the original company may exchange
their shares for shares in the new entity. No new firm created.
• Split-up: The original company ceases to exist, and one or more
new companies are formed from the original business as original
shareholders exchange their shares for shares in the new
companies.
• For these reorganizations to qualify as tax-free, the distribution of
shares must not be for the purpose of tax avoidance.
25. Implications of Tax Considerations
for Deal Structuring
• In taxable transactions, target generally
demands a higher purchase price
• Higher purchase price often impacts form of
payment as buyer tries to maintain PV of
transaction by deferring some of purchase price
• Buyer may avoid EPS dilution by buying target
stock or assets using a non-equity form of
payment in a taxable transaction
• If buyer wants to preserve cash and obtain
target’s tax credits, buyer may use its stock to
purchase target stock in a non-taxable
transaction
26. Discussion Questions
1. Explain how tax considerations affect the deal
structuring process? From seller’s
perspective? From buyer’s perspective?
2. What is a Type A reorganization? When does
it make sense for a buyer to use a Type A
reorganization?
3. What is a reverse triangular merger? Under
what circumstances would a buyer wish to use
this type of reorganization?
4. How might the buyer structure the transaction
in order to avoid EPS dilution? (Hint: Consider
the factors that make a transaction taxable or
non-taxable.)
27. Things to Remember
• For financial reporting purposes, all M&As must be
accounted for using purchase accounting.
• Taxable transactions:
– Direct cash merger
– Cash purchase of assets
– Cash purchase of stock
• Tax-free transactions:
– Type A reorganization (Incl. direct statutory
merger or consolidation; forward and reverse
triangular merger)
– Type B stock-for-stock reorganization
– Type C stock-for-assets reorganization