It sets out the principles on the recognition and measurement of acquired assets and liabilities, the determination of goodwill and the necessary disclosures.
IFRS 3 (2008) resulted from a joint project with the US Financial Accounting Standards Board (FASB) and replaced IFRS 3 (2004). FASB issued a similar standard in December 2007 (SFAS 141(R)). The revisions result in a high degree of convergence between IFRSs and US GAAP in the accounting for business combinations, although some potentially significant differences remain.
Key definitions
business combination
business
acquirer
acquisition date
acquiree
Scope
The formation of a joint venture
The acquisition of an asset or group of assets that is not a business, although general guidance is provided on how such transactions should be accounted for
Combinations of entities or businesses under common control (the IASB has a separate agenda project on common control transactions)
Acquisitions by an investment entity of a subsidiary that is required to be measured at fair value through profit or loss under IFRS 10 Consolidated Financial Statements
Determining whether a transaction is a business combination
1.Business combinations can occur in various ways, such as by transferring cash, incurring liabilities, issuing equity instruments (or any combination thereof), or by not issuing consideration at all (i.e. by contract alone)
2. Business combinations can be structured in various ways to satisfy legal, taxation or other objectives, including one entity becoming a subsidiary of another, the transfer of net assets from one entity to another or to a new entity.
3. The business combination must involve the acquisition of a business, which generally has three elements:
-Inputs – an economic resource (e.g. non-current assets, intellectual property) that creates outputs when one or more processes are applied to it
-Process – a system, standard, protocol, convention or rule that when applied to an input or inputs, creates outputs (e.g. strategic management, operational processes, resource management)
-Output – the result of inputs and processes applied to those inputs.
Method of accounting for business combinations
1. Identification of the 'acquirer'
2. Determination of the 'acquisition date
3. Recognition and measurement of the identifiable assets acquired, the liabilities assumed and any non-controlling interest (NCI, formerly called minority interest) in the acquiree
4. Recognition and measurement of goodwill or a gain from a bargain purchase
Identifying an acquirer
1.The acquirer is usually the entity that transfers cash or other assets where the business combination is effected in this manner
2. The acquirer is usually, but not always, the entity issuing equity interests where the transaction is effected in this manner, however the entity also considers other pertinent facts and circumstances including:
-relative voting rights in the combined entity after the business combination
-the existence of any large minority interest if no other owner or group of owners has a significant voting interest
-the composition of the governing body and senior management of the combined entity
-the terms on which equity interests are exchanged
3. The acquirer is usually the entity with the largest relative size (assets, revenues or profit)
4. For business combinations involving multiple entities, consideration is given to the entity initiating the combination, and the relative sizes of the combining entities.