Business Combinations

Date recorded:

The Board reaffirmed its key tentative conclusions reached at prior meetings that:

  • All business combination transactions within the scope of the Standard should be accounted for by the purchase method.
  • Goodwill should not be amortised but, rather, should be subject to an impairment test. Three Board members indicated that they were considering dissenting to the exposure draft and a fourth indicated he probably would not dissent to the exposure draft but might dissent to the final Standard unless comments on the ED persuaded him otherwise.

Among the more detailed decisions on business combinations and intangible assets made at this meeting were these:

  • Rather than exempting combinations of mutual entities and combinations of entities by contract, the new IFRS would have a delayed effective date for those business combinations pending completion of Phase II of the business combinations project; meanwhile existing IAS 22 would continue to apply.
  • An 'assembled workforce', in the absence of a legal contract, will not meet the recognition criteria for an intangible asset. However, a labour contract can be an asset if it is at a favourable price.
  • IAS 38 will be amended so it no longer requires a detailed impairment calculation for goodwill or other intangibles being amortised over an estimated life longer than 20 years.
  • If the estimated life of an intangible asset is changed from indefinite to a finite life, such change will be accounted for as a change in estimate (prospectively).
  • A liability will not be recognised for an obligation that is triggered as a result of a business combination (such as a 'golden parachute' payment). This will be an expense of the combined entity.
  • IAS 22.71 currently requires that an acquired asset identified after the end of the 'allocation period' is recognised with a corresponding credit to income. The revised IFRS on business combinations will say that if the asset was overlooked at the time of the acquisition, it should be recognised as a correction of an error (restatement) rather than as income.
  • For each significant business combination, disclose the carrying amounts of each entity's assets and liabilities at the time of acquisition. If the acquired company is a non-IFRS company, first convert to IFRS and then determine the disclosures.
  • For interim reporting purposes, the disclosures in IAS 34 will be conformed to those that will be required in the annual financial statements and those required by FASB SFAS 141.

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