1582business combination.docx

1、1582business combinationGENERAL ACCOUNTINGSECTION 1582business combinationsThe paragraph numbering in this Section has been aligned with that of International Financial Reporting Standard 3, Business Combinations, (January 2008) on which the Section is based. Accordingly:(a) when a particular paragr

2、aph in IFRS 3 has not been adopted, it is identified as Not used; and(b) when it has been necessary to add a paragraph or sub-paragraph not included in IFRS 3, the paragraph or sub-paragraph is numbered so as to maintain this symmetry.Similarly, the Appendices correspond to those in IFRS 3. When a p

3、articular Appendix in IFRS 3 has not been adopted, it is listed where it otherwise would have appeared in the Section and its disposition is indicated.TABLE OF CONTENTSParagraphObjective.01Scope.02Definitions.02AIdentifying a business combination.03The acquisition method.04-.31Identifying the acquir

4、er.06-.07Determining the acquisition date.08-.09Recognizing and measuring the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree.10-.31Recognition principle.10-.17Recognition conditions.11-.14Classifying or designating identifiable assets acquired

5、and liabilities assumed in a business combination.15-.17Measurement principle.18-.20Exceptions to the recognition or measurement principles.21-.31Exception to the recognition principle.22-.23AExceptions to both the recognition and measurement principles.24-.28Exceptions to the measurement principle.

6、29-.31Recognizing and measuring goodwill or a gain from a bargain purchase.32-.40Bargain purchases.34-.36Consideration transferred.37-.40Contingent consideration.39-.40Additional guidance for applying the acquisition method to particular types of business combinations.41-.44A business combination ac

7、hieved in stages.41-.42A business combination achieved without the transfer of consideration.43-.44Measurement period.45-.50Determining what is part of the business combination transaction.51-.53Acquisition-related costs.53Subsequent measurement and accounting.54-.58Reacquired rights.55Contingent li

8、abilities.56Indemnification assets.57Contingent consideration.58Disclosures.59-.63Effective date and transition.64-.67BEffective date.64-.64ATransition.65-.66Income taxes.67-.67ATransition to IFRSs.67BAppendicesObjectiveOBJECTIVE.01 The objective of this Section is to improve the relevance, reliabil

9、ity and comparability of the information that a reporting entity provides in its financial statements about a business combination and its effects. To accomplish that, this Section establishes principles and requirements for how the acquirer:(a) recognizes and measures in its financial statements th

10、e identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree;(b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and(c) determines what information to disclose to enable users of the financial st

11、atements to evaluate the nature and financial effects of the business combination.ScopeSCOPE.02 This Section applies to a transaction or other event that meets the definition of a business combination. This Section does not apply to:(a) the formation of a joint venture.(b) the acquisition of an asse

12、t or a group of assets that does not constitute a business. In such cases the acquirer shall identify and recognize the individual identifiable assets acquired (including those assets that meet the definition of, and recognition criteria for, intangible assets in GOODWILL AND INTANGIBLE ASSETS, Sect

13、ion 3064) and liabilities assumed. The cost of the group shall be allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction or event does not give rise to goodwill.(c) a combination between entities or busin

14、esses under common control.(c1) a combination between not-for-profit organizations, nor does it apply to the acquisition of a profit-oriented enterprise by a not-for-profit organization (see REPORTING CONTROLLED AND RELATED ENTITIES BY NOT-FOR-PROFIT ORGANIZATIONS, Section 4450).DefinitionsDEFINITIO

15、NS.02A The following terms are used in this Section with the meanings specified:(a) An acquiree is the business or businesses that the acquirer obtains control of in a business combination.(b) An acquirer is the entity that obtains control of the acquiree.(c) The acquisition date is the date on whic

16、h the acquirer obtains control of the acquiree.(d) A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to investors or other owners, mem

17、bers or participants.(e) A business combination is a transaction or other event in which an acquirer obtains control of one or more businesses. Transactions sometimes referred to as true mergers or mergers of equals are also business combinations as that term is used in this Section.(f) Contingent c

18、onsideration is usually an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree if specified future events occur or conditions are met. However, contingent consideration also may give the

19、acquirer the right to the return of previously transferred consideration if specified conditions are met.(g) Control of an entity is the continuing power to determine its strategic operating, investing and financing policies without the co-operation of others.(h) Equity interests is used broadly to

20、mean ownership interests of investor-owned entities and owner, member or participant interests of mutual entities.(i) Fair value is the amount of the consideration that would be agreed upon in an arms length transaction between knowledgeable, willing parties who are under no compulsion to act.(j) Go

21、odwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.(k) An asset is identifiable if it either:(i) is separable, ie capable of being separated or divided from the entit

22、y and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, identifiable asset or liability, regardless of whether the entity intends to do so; or(ii) arises from contractual or other legal rights, regardless of whether those rights are transferab

23、le or separable from the entity or from other rights and obligations.(l) An intangible asset is an identifiable non-monetary asset without physical substance.(m) A mutual entity is an entity, other than an investor-owned entity, that provides dividends, lower costs or other economic benefits directl

24、y to its owners, members or participants. For example, a mutual insurance company, a credit union and a co-operative entity are all mutual entities.(n) A non-controlling interest is the equity in a subsidiary not attributable, directly or indirectly, to a parent.(o) Owners is used broadly to include

25、 holders of equity interests of investor-owned entities and owners or members of, or participants in, mutual entities.Identifying a Business CombinationIDENTIFYING A BUSINESS COMBINATION.03 An entity shall determine whether a transaction or other event is a business combination by applying the defin

26、ition in this Section, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, the reporting entity shall account for the transaction or other event as an asset acquisition. Paragraphs 1582.B5-.B12 provide guidance on identify

27、ing a business combination and the definition of a business. JAN. 2011The Acquisition MethodTHE ACQUISITION METHOD.04 An entity shall account for each business combination by applying the acquisition method. JAN. 2011.05 Applying the acquisition method requires:(a) identifying the acquirer;(b) deter

28、mining the acquisition date;(c) recognizing and measuring the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree; and(d) recognizing and measuring goodwill or a gain from a bargain purchase.Identifying the acquirerIdentifying the acquirer.06 For ea

29、ch business combination, one of the combining entities shall be identified as the acquirer. JAN. 2011.07 The guidance in SUBSIDIARIES, Section 1590, shall be used to identify the acquirer the entity that obtains control of the acquiree. If a business combination has occurred but applying the guidanc

30、e in Section 1590 does not clearly indicate which of the combining entities is the acquirer, the factors in paragraphs 1582.B14-.B18 shall be considered in making that determination.Determining the acquisition dateDetermining the acquisition date.08 The acquirer shall identify the acquisition date,

31、which is the date on which it obtains control of the acquiree. JAN. 2011.09 The date on which the acquirer obtains control of the acquiree is generally the date on which the acquirer legally transfers the consideration, acquires the assets and assumes the liabilities of the acquiree the closing date. However, the acquirer might obtain control on a date that is either earlier or later than the closing date. For example, the acquisition date precedes the closing date if a written agreement provides that the acquirer obtains control of