Accounting for Business Combinations (M&A)

Transcription

1 Accounting for Business Combinations (M&A) This in-house course can also be presented face to face in-house for your company or via live on-line webinar The Banking and Corporate Finance Training Specialist

2 Course Objectives The course will reflect the latest state of the following recently introduced or amended accounting standards and of emerging practice with regard to each of them: IFRS 3 Business Combinations IFRS 10 Consolidated Financial Statements IFRS 11- Joint arrangements IFRS 12 Disclosure of Interests in Other Entities IFRS 13 Fair Course Value Overview Measurement IAS 27 Separate Financial Statements IAS 28 Investments in Associates and Joint Ventures Course Content The concept of control Parent and subsidiary undertakings Special purpose entities and arrangements Quasi-subsidiaries Review of key concepts for business combinations and associated transactions: principles and applications Control Significant influence Joint control A business Accounting for acquisition and disposal of full control Deciding whether the subject is a business or a collection of assets: pros and cons of each Identifying the acquirer, the seller and the date of acquisition Identifying all assets and liabilities (including previously unrecognised intangibles) Establishing fair values Treatment of transaction costs Calculating goodwill (also negative goodwill) Acquiring control in stages Treatment of deferred and contingent consideration Provisional and final valuations Relinquishing control in stages Transitions to and from associate or JV status Accounting for acquisition in standalone accounts of parent Consolidation procedures Adjustment to parent company accounting policies Adjustment to fair values Elimination of intercompany items Non-controlling interests: share of net assets or full goodwill basis? Allocation of goodwill across CGUs for future impairment reviews Treatment of foreign currency translation gains and losses Special cases 1: Parent and subsidiary with different functional currencies Special cases 2: Exemption for consolidation for assets held for resale Special cases 3: SPVs consolidate or not? Does accounting treatment necessarily follow regulatory treatment? Disclosures: Initial disclosure of the transaction itself Subsequent disclosures, e.g. related party transactions

3 Accounting for equity method investments associated companies Applying the significant influence and joint control criteria in practice: some counterintuitive cases Equity accounting for associates in consolidated financial statements Establishing the initial share of net assets Goodwill (initial and after subsequent review) Changes in value of share of net assets: distributions Elimination of proportion of intercompany profits and losses Special considerations for accounting for joint arrangements: Joint operations or joint venture? Equity accounting for joint venture (no more proportional consolidation ) Transitions to and from associate/jv status Some special topics Secondary impact of transactions on eps, banking covenants, investor ratios and public perceptions Impact of IFRS 13 Fair Value Measurement on initial accounting and on subsequent impairment and impairment reversal reviews Hedging / hedge accounting for M&A transactions (under IAS 39 and IFRFS 9) Hedging / hedge accounting for ongoing net investment in foreign undertaking (under IAS 39 and IFRS 9) Overview of principal changes in IFRS 9 as regards accounting for portfolio equity instruments: introduction of new Fair Value through OCI category new enhanced disclosure requirements Exemptions available for investment entities and for sub-groups Background of the Trainer The trainer is a UK qualified accountant with over 20 years experience of providing technical training on financial reporting regulations including IFRS, USGAAP and U.K. GAAP. His training sessions are designed to be practical, commercially relevant and interesting. The trainer has experience in training all over the world and has provided training for accountants, lawyers and those from a banking and corporate finance banking. Course Summary This intensive course is designed to give a comprehensive insight into the principles and practice of IFRS accounting and reporting for the full range of transactions under the general umbrella of M&A. In addition to transactions where there is a full change of control, it also considers transactions involving joint control and significant influence (i.e. associate status) and transfers among each of these categories. Transactions are considered from the perspectives of all participants (i.e. selling and target entities as well as buyer). The course will also offer a preview of the principal relevant changes resulting from the impending replacement of IAS 39 Financial Instruments: Recognition and Measurement by IFRS 9 Financial Instruments, as well as an insight into the main differences between IFRS as published by the IASB ( full IFRS ) and the UK s recently introduced FRS 102 and associated enquiries@redcliffetraining.co.uk +44 (0)

4 regulations (The New UKGAAP). The course is interactive in approach and participants are encouraged to bring their own experience (and problems) to bear on group discussions and on the many (almost exclusively real-world) case studies and exercises with which the course is illustrated and enlivened. Redcliffe has provided in-house training for the following companies:

5 Tailored Learning All of our training courses can be tailored to suit your company s exact training needs. We will work closely with you to help develop a training programme with content that is unique for your organisation. Please us on enquiries@redcliffetraining.co.uk for more information E-Learning This course can also be presented as a bespoke e-learning programme created by you to fit your exact requirements. enquiries@redcliffetraining.co.uk +44 (0)