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IAS 28 and IFRS 3 — Associates and common control

Date recorded:

In October 2012, the Committee received a request seeking clarification of the accounting for an acquisition of an interest in an associate or joint venture from an entity under common control. The specific question posed by the submitter is whether it is appropriate to analogise the scope exemption for business combinations under common control included in IFRS 3 to the acquisition of an interest in an associate or joint venture under common control.

The staff, in analysing this issue, observed that paragraph 32 of IAS 28 includes guidance on the acquisition of an interest in an associate or joint venture and does not distinguish between acquisition of an investment under common control and acquisition of an investment from an entity that is not under common control. The staff also observed that paragraph 10 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors requires management to use its judgement in developing and applying an accounting policy in the absence of an IFRS that specifically applies to a transaction. As a result, the staff did not believe it was appropriate to apply the scope exemption for business combinations under common control by analogy to the acquisition of an interest in an associate or joint venture under common control.

Many Committee members supported the technical analysis of the staff; however, they expressed concerns with the unintended consequences with issuing a tentative agenda decision on the basis of this analysis. Several specific concerns/recommendations were outlined by Committee members including:

  • A desire to address the issue as part of a broader project on business combinations under common control.
  • A fear regarding the structuring opportunities that may result from publishing the staff analysis in its present form. In particular, and as illustrated in Appendix A to the staff paper, the introduction of a holding company changes the result of whether the common control exemption would have applied. This Committee member highlighted that non-substantive changes in the fact pattern result in significantly different results.
  • Concern that issuing a rejection notice which outlines the staff’s analysis may result in significant changes in practice. However, the Committee Chair noted a rejection notice does not compel a change in accounting practice.

Hearing general support for the staff’s technical analysis, the Committee Chair raised two possible paths forward:

  • Issue a rejection notice outlining the staff’s technical analysis but noting that in light of existing IFRS requirements, an interpretation or an amendment to IFRSs is not necessary; or
  • Issue a rejection notice which refers the issue to the IASB as part of a broader project on business combinations under common control.

The Committee was split (5 votes apiece) on these two options. The Committee Chair then asked whether the Committee would accept a combination of the above approaches, whereby the rejection notice would highlight the staff’s analysis of the issue, but note that the Committee believes the issue should be referred to the IASB as part of a broader project on business combinations under common control. As only two Committee members objected to this proposal, the Committee tentatively decided to issue a rejection notice on this basis.

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