Business Combinations - Phase I

Date recorded:

A paper setting out all Board proposals for a revised standard on business combinations (replacing IAS 22), and consequential amendments to other IAS, will be presented at the March meeting. It is approximately 100 pages long, and this will be the Board's last opportunity to discuss any issues and make final changes before the exposure draft of the new IFRS is issued. The Board will be provided with a decision summary to review before the March meeting. They were asked to raise any issues they would like to discuss before the next meeting.

Entities under Common Control

The Board has agreed that business combinations involving entities under common control should be excluded from the scope of the revised standard. Accounting for such transactions will be addressed in phase II of the business combinations project.

The Board agreed on the proposed definition of business combinations involving entities under common control and the guidance that was under development by the SIC, which will be incorporated in the revised standard, has been amended to reflect the revised definition.

Minority Interests

The Board agreed that IAS 27 should be amended as part of the improvements project to require minority interests to be presented in the consolidated balance sheet within equity, separately from the parent shareholders' equity. It was also clarified that this amendment does not prejudice issues regarding minority interest transactions; nor should it lead to entities changing their current practices for recognising and measuring minority interests.

Acquisitions of some or all of the minority interests in a subsidiary by the parent, by the subsidiary itself, or by another entity within the group will not be included in the scope of the revised business combinations standard. The accounting for such transactions will be addressed as part of the joint IASB/FASB project on issues related to application of the purchase method (Phase II of IASB's business combinations project).

Disclosure - IAS 38

  • Paragraph 107(a) to be amended to allow intangibles to have an indefinite life. No comparative information will be required.
  • Paragraph 110 - minor wording changes to be made.
  • Paragraph 111(a) and (e) to be amended similarly to 107(a).
  • GAAP comparison to be included within the standard.

Disclosure - IAS 36

  • One major change to be made is to add some FAS disclosure regarding shuffling of assets across segments and the change of allocation across CGU's for impairment test purposes.
  • No changes to the disclosure paragraphs up to and including 116.
  • Paragraphs 117-119 will have minor changes, for instance, materiality reference to be removed as this is covered in IAS 1, 'main' to be removed, as it added no value.

Disclosure - IAS 22

  • Additional disclosures to be included, three coming from FRS 6 and two from the relevant FAS.
  • SIC 28 and SIC 22 to be incorporated, in part, into IAS 22.
  • Negative goodwill to be dealt with. It is to be assumed that no negative goodwill will exist on the balance sheet when the revised standard is adopted. The removal of negative goodwill will be dealt with in the transitional provisions.
  • An extra paragraph is to be included regarding small business combinations which are material as a whole. Extra disclosure will be required.
  • The profit or loss for the year must be disclosed for a new combined entity as if the business combination had occurred at the start of the year, as an aggregate amount.
  • With regards to the measurement issue that arises from the incorporation of SIC 28, disclosure is needed of the price used if it is different to market price, and quantify this difference.
  • No comparative information will be required in relation to the amortisation of goodwill, to be consistent with the changes made to IAS 38.
  • IAS 10 to be amended to refer to the revised IAS 22 disclosure relating to post-balance sheet events.
  • The UK FRS 6 fair value table to be included.

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