DOCSLIB.ORG

New Consolidation Guidance Will Affect Investment Advisers and Investment Companies

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
New Consolidation Guidance Will Affect Investment Advisers and Investment Companies New Consolidation Guidance Will Affect Investment Advisers and Investment Companies By: Marshall Harvey, CPA, CFE and Elena Harrill, CPA In February 2015, The Financial Accounting Standards Board (FASB) issued ASU 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis. This update will require investment advisers, other related entities and investors in investment companies to re-evaluate the need to consolidate certain variable interest entities (VIEs). There are two primary models for determining whether consolidation is appropriate: • The voting interest entity model • The variable interest entity model Under the voting interest entity model, the usual condition for controlling financial interest of investment companies formed as limited partnerships or similar entities is ownership by one limited partner or member, directly or indirectly, of more than 50% of the entities kick-out rights through voting interests. Under the VIE model, a controlling financial interest is assessed differently than under the voting interest entity model. The difference in assessment is required because a controlling interest may be achieved other than by ownership of voting interests. A controlling financial interest in the VIE model requires both of the following: • The power to direct the activities that most significantly impact the VIE’s economic performance • The obligation to absorb losses of the VIE that could potentially be significant to the VIE A reporting entity with a controlling interest in a VIE is referred to as the primary beneficiary. Is a Limited Partnership a VIE? The ASU amends the conditions used to evaluate whether an entity is a VIE. The ASU provides a model for limited partnerships and similar entities to evaluate whether equity investors as a group have the power to direct the activities that most significantly affect the entity’s economic performance. Under the model, a limited partnership would be a VIE regardless of whether it otherwise qualifies as a voting interest entity unless a simple majority or lower threshold of unrelated limited partners have substantive kick-out rights or participating rights. Consolidation If substantive kick-out or participating rights are held by investors, a limited partnership is not considered a VIE and, in turn, the general partner would not consolidate a limited partnership that is not a VIE. Rather, analysis under the voting interest entity model would focus on whether limited partners should consolidate a limited partnership that is not a VIE. Under the ASU, a limited partner would consolidate a partnership if the limited partner has the substantive ability to unilaterally dissolve the limited partnership or otherwise remove the general partner without cause. If the limited partner does not have this ability or other limited partners have substantive participating rights neither the general partner not limited partner would consolidate the partnership. Under the VIE model, a reporting entity would be considered the primary beneficiary for a VIE when it has the power to direct the significant activities of the VIE that affect its performance (power condition), and if it has an obligation to absorb the losses or to receive benefits from the VIE that could be significant to the VIE (economics condition). An important consideration for general partners or related entities of an investment partnership is that under current guidance, a fee arrangement on its own could be sufficient to satisfy the economics condition. The ASU does not amend the economic exposure threshold in the current guidance, but under the new consolidation guidance, fees paid to a VIE’s decision maker should not be considered in the evaluation of economic exposure if the fees are “commensurate” and “at market.” Since general partners of investment companies typically have small ownership interests in the underlying investment companies, while they might meet the power condition for becoming the primary beneficiary, they could fail to meet the economics condition if fees arrangements are considered “commensurate” and “at market.” Generally, investment companies do not consolidate investees that are not investment companies. The fund of funds model is an example of this principle as investments in other funds are accounted for based on the proportionate ownership percentage of the underlying fund’s net asset value. It is unlikely that the ASU will change this guidance because typically a fund investing in other funds would not be able to meet the power and economic conditions that determine the primary beneficiary of a VIE (underlying fund). An exception to the principle that investment companies do not consolidate investees occurs if an investment company has an investment in an operating entity that provides services to the investment company, for example, an investment adviser. If the investment company holds a controlling interest in such an operating entity, the investment company would be required to consolidate the operating entity. If an investment company holds a non-controlling interest in such an operating entity that otherwise qualifies for use of the equity method of accounting, the investment company should use the equity method of accounting for that investment. Related Party Considerations When evaluating economic exposure as part of its primary beneficiary analysis, a decision maker considers both direct and indirect interests in the VIE. Under the ASU, a decision maker includes the entire interest held by a related party under common control in its primary beneficiary analysis if the decision maker has a variable interest in the related party. If the decision maker has a variable interest in a related party that is not under common control, the decision maker includes its proportionate interest when evaluating whether or not the decision maker is the primary beneficiary. The ASU requires each party in a related-party group to determine whether it has a controlling financial interest in a VIE. There is a presumption in the ASU that the parties of the related-party group cannot conclude that they do not meeting have a controlling financial interest if power is shared among the members of the group. When power is shared, the determination of which party within the group is most closely associated with the VIE requires judgement. The following relevant facts and circumstances should be considered in determining which party has a controlling financial interest: • The existence of a principal-agency relationship between members of the group • The relationship and significance of the activities of the VIE to the various parties within the related party group • A party’s exposure to the expected losses of the VIE • The design of the VIE Related-party groups under common control together typically possess the characteristics of a controlling financial interest. In those cases the facts and circumstances above will be used to determine which party is the primary beneficiary that would consolidate the VIE. Elimination of ASU 2010-10 Deferral Investment companies currently qualify for a deferral that only requires consolidation if the reporting entity absorbs a majority of the VIE’s economic exposure or the reporting entity is part of a related party group that absorbs a majority of the VIE’s economic exposure. The ASU eliminates this deferral and requires investment companies to use the guidance of the ASU to determine if it is a VIE. Effective Date The ASU is effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2015. For all other entities, the guidance is effective for annual periods beginning after December 15, 2016, and for interim periods beginning after December 15, 2017. Early adoption is allowed for all entities (including during interim periods) but is applied as of the beginning of the annual period containing the adoption date. The guidance is to be adopted under a full or modified retrospective approach. .
Load more

Recommended publications
  • BIG CHALLENGES BIG SOLUTIONS 2121 Pennsylvania Avenue, NW Washington, DC 20433 USA IFC FINANCIALS and PROJECTS 2014
    2014 2014 IFC Financials and Projects 2014 CREATING OPPORTUNITY WHERE IT’S NEEDED MOST BIG CHALLENGES BIG SOLUTIONS 2121 Pennsylvania Avenue, NW Washington, DC 20433 USA IFC FINANCIALS AND PROJECTS 2014 202 473 3800 ifc.org Big Challenges. Solutions. 2014 2014 TABLE OF CONTENTS MANAGEMENT’S DISCUSSION AND ANALYSIS 2 Executive Summary 2 Client Services 5 Liquid Assets 11 Funding Resources 11 Risk Management 13 Critical Accounting Policies 18 Results of Operations 20 Governance and Control 26 CONSOLIDATED FINANCIAL STATEMENTS AND INTERNAL CONTROL REPORTS 30 Management’s Report Regarding Effectiveness of Internal Control over External Financial Reporting 30 Auditors’ Report on Management’s Assertion on Effectiveness of Internal Control over External Financial Reporting 32 Consolidated Balance Sheets 34 Consolidated Income Statements 35 Consolidated Statements of Comprehensive Income 36 Consolidated Statements of Changes in Capital 37 Consolidated Statements of Cash Flows 39 Consolidated Statement of Capital Stock and Voting Power 41 Notes to Consolidated Financial Statements 42 Independent Auditors’ Report 100 PROJECT COMMITMENTS 103 INVESTMENT PORTFOLIO — CUMULATIVE GROSS COMMITMENTS BY REGION 124 NOTES AND DEFINITIONS 128 IFC Financials and Projects 2014 2 MANAGEMENT’S DISCUSSION AND ANALYSIS I. EXECUTIVE SUMMARY and other derivative instruments. The Management’s Discussion and Analysis contains forward looking statements which may be International Finance Corporation (IFC or the Corporation) is the identified by such terms as “anticipates,” “believes,” “expects,” largest global development institution focused on the private sec- “intends,” “plans” or words of similar meaning. Such statements tor in developing countries. Established in 1956, IFC is owned by involve a number of assumptions and estimates that are based on 184 member countries, a group that collectively determines its poli- current expectations, which are subject to risks and uncertainties cies.
    [Show full text]
  • Business Combinations and Changes in Ownership Interests
    25263 bd IFRS3 IAS27:25263 IFRS3/IAS27 bd 4/7/08 10:02 Page a Business combinations and changes in ownership interests A guide to the revised IFRS 3 and IAS 27 Audit.Tax.Consulting.Financial Advisory. 25263 bd IFRS3 IAS27:25263 IFRS3/IAS27 bd 4/7/08 10:02 Page b Contacts Global IFRS leadership team IFRS global office Global IFRS leader Ken Wild [email protected] IFRS centres of excellence Americas Robert Uhl [email protected] Asia Pacific Hong Kong Melbourne Stephen Taylor Bruce Porter [email protected] [email protected] Europe-Africa Copenhagen Johannesburg London Paris Jan Peter Larsen Graeme Berry Veronica Poole Laurence Rivat [email protected] [email protected] [email protected] [email protected] Deloitte’s www.iasplus.com website provides comprehensive information about international financial reporting in general and IASB activities in particular. Unique features include: • daily news about financial reporting globally. • summaries of all Standards, Interpretations and proposals. • many IFRS-related publications available for download. • model IFRS financial statements and checklists. • an electronic library of several hundred IFRS resources. • all Deloitte Touche Tohmatsu comment letters to the IASB. • links to several hundred international accounting websites. • e-learning modules for each IAS and IFRS – at no charge. • complete history of adoption of IFRSs in Europe and information about adoptions of IFRSs elsewhere around the world. • updates on developments in national accounting standards. 25263 bd IFRS3 IAS27:25263 IFRS3/IAS27 bd 4/7/08 10:02 Page c Contents 1. Introduction 1 1.1 Summary of major changes 1 1.2 Convergence of IFRSs and US GAAP 3 2.
    [Show full text]
  • Equity Method and Joint Ventures Topic Applies to All Entities
    A Roadmap to Accounting for Equity Method Investments and Joint Ventures 2019 The FASB Accounting Standards Codification® material is copyrighted by the Financial Accounting Foundation, 401 Merritt 7, PO Box 5116, Norwalk, CT 06856-5116, and is reproduced with permission. This publication contains general information only and Deloitte is not, by means of this publication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional advisor. Deloitte shall not be responsible for any loss sustained by any person who relies on this publication. As used in this document, “Deloitte” means Deloitte & Touche LLP, Deloitte Consulting LLP, Deloitte Tax LLP, and Deloitte Financial Advisory Services LLP, which are separate subsidiaries of Deloitte LLP. Please see www.deloitte.com/us/about for a detailed description of our legal structure. Certain services may not be available to attest clients under the rules and regulations of public accounting. Copyright © 2019 Deloitte Development LLC. All rights reserved. Other Publications in Deloitte’s Roadmap Series Business Combinations Business Combinations — SEC Reporting Considerations Carve-Out Transactions Consolidation — Identifying a Controlling Financial Interest
    [Show full text]
  • GAO-04-34R Issues Relating to Foreign Investment and Control Of
    United States General Accounting Office Washington, DC 20548 October 30, 2003 The Honorable Trent Lott Chairman The Honorable John D. Rockefeller Ranking Minority Member Subcommittee on Aviation Committee on Commerce, Science, and Transportation United States Senate Subject: Issues Relating to Foreign Investment and Control of U.S. Airlines In May 2003, the Bush Administration proposed amending the legislation that currently restricts foreign ownership of U.S. airlines, raising the allowable percentage of total foreign ownership of voting stock in U.S. airlines from 25 to 49 percent. The Department of Transportation (DOT) suggested that implementing this amendment could provide significant benefits to U.S. consumers and airlines, particularly by providing access to additional capital, which would help the financial health of the industry. DOT and the Department of State also maintain that these new limitations would bring the United States in line with current foreign ownership laws of the European Union (EU). Concerned about the effect that changes in foreign ownership and control requirements might have on the aviation industry, national interests, and consumers—and recognizing that we examined this issue in 1992 when DOT earlier proposed increasing the level of foreign ownership—you asked us to discuss two related topics: (1) current proposals to revise U.S. limits on foreign ownership and control, including information on current shareholders and past examples of efforts by foreign interests to purchase significant equity in U.S. air carriers and (2) whether key analytic issues raised in our 1992 report on foreign ownership and control remain relevant.1 This report summarizes the information we provided to Committee staff during our June 25, 2003, briefing pursuant to your request.
    [Show full text]
  • Comment Letter
    October 19, 2010 Via e‐mail: rule‐[email protected] Elizabeth M. Murphy Secretary U.S. Securities and Exchange Commission 100 F Street, NE Washington DC 20549‐1090 Re: File No. S7‐14‐10, Concept Release on the U.S. Proxy System Dear Ms. Murphy: This Letter is submitted in response to the Commission's request for comments on its release captioned “Concept Release on the U.S. Proxy System,” issued on July 14, 2010 (the “Release”). The Release seeks public comment on various aspects of the U.S. proxy system. In particular, Part V‐C of the Release identifies a “decoupling” phenomenon (also known as “empty voting”) that arises when a stakeholder’s voting rights substantially exceed his economic interest in the company. Among other things, the Release requests information on the myriad ways in which empty voting can occur, and its nature, extent, and effects on shareowner voting and the proxy process. I am the Program Director for the Investor Responsibility Research Center Institute (“IRRC Institute”), whose mission is to provide thought leadership at the intersection of corporate responsibility and the informational needs of investors. The IRRC Institute has an interest in understanding the implications of empty voting and how it may affect corporate governance, investors’ confidence in the capital markets and the real economy. With that objective, the IRRC Institute commissioned The Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University to produce a report (the “Report”) that highlights the different manifestations of the decoupling problem in the corporate governance, securities regulation, and bankruptcy arenas.
    [Show full text]
  • Regulation LL and Recent Developments Under the Federal Reserve Board’S Control Rules: Issues for All Holding Companies and Investors
    November 2011 Regulation LL and Recent Developments Under the Federal Reserve Board’s Control Rules: Issues for All Holding Companies and Investors BY V. GERARD COMIZIO & HELEN Y. LEE Introduction The federal banking laws require that appropriate regulatory approvals must be obtained before an individual or company may take actions to directly or indirectly “control” a bank or savings association.1 These rules impact both bank and thrift holding companies as well as their investors. Recent actions taken by the Federal Reserve Board and its staff (the “Board”) significantly impact the application of these rules: (1) for investors in thrift institutions, by means of the Board’s adoption of Regulation LL in new Part 238 of Title 12 of the Code of Federal Regulations, as described below; and (2) for all minority investors in banking organizations, by means of the Board’s increased focus on and scrutiny of minority stock investments below the 10% threshold under Regulations Y2 and LL. On August 12, 2011, the Board, in its new role as the regulator of savings and loan holding companies (“SLHCs”), issued an interim final rule establishing Regulation LL (“Interim Final Rule”),3 which sets forth regulations generally governing SLHCs, as modified from the regulations previously administered by the former Office of Thrift Supervision pursuant to the Home Owners’ Loan Act (“HOLA”)4 and other federal statutes. In particular, Regulation LL modifies the regulations previously used by the OTS for purposes of determining when a company or natural person
    [Show full text]
  • Accounting Considerations for UP-C Transactions Accounting for Common Umbrella Partnership–C Corporation Transactions
    September 11, 2018 Accounting considerations for UP-C transactions Accounting for common umbrella partnership–C corporation transactions Summary The use of an umbrella partnership–C corporation (UP-C) structure is an increasingly common way for owners of a pass-through entity to engage in certain transactions, like raising capital in public markets or business combinations, while retaining the tax benefits of owning a pass-through entity or even recognizing added tax benefits. In an UP-C structure, pre-transaction owners of the pass-through entity retain direct ownership in the pass-through entity, while new investors own an indirect interest in the pass-through entity through a Subchapter C corporation created to facilitate the transaction. UP-C transactions present certain unique accounting challenges, including how the Subchapter C corporation should account for the acquisition of the pass-through entity and for noncontrolling interests that might arise from the transaction, as well as how the transaction impacts the historical equity presentation, including earnings-per-share. While there are various legal and tax implications that an entity should consider before using an UP-C structure, this bulletin focuses only on the main accounting challenges arising from UP-C transactions. Contents A. Overview of UP-C structures .................................................................................................. 2 Description of a typical UP-C IPO ............................................................................................2
    [Show full text]
  • Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign Oupgr
    Part III – Investment and Transactions Between U.S. Affiliate and Affiliated Foreign oupGr Name of U.S. business enterprise shown on page 1 of this BE-12B Instructions for Part III – Prepare a separate Part III to report each ownership interest held by a foreign parent, at anytime during the fiscal eary that ended in calendar year 2017, in the U.S. affiliate named on page 1 of this BE-12. If a foreign parent held both direct and indirect ownership interests in this U.S. affiliate, prepare one Part III to report the direct interest and a separate Part III to report the indirect interest. A Part III must also be prepared for foreign parent ownership interests disposed of in their entirety during the year. Use this Part III to report the foreign parent with the largest voting interest at year-end. Use copies of this Part III to report all additional direct and indirect voting interests, if any, held by foreign parents in this U.S. affiliate. Additional Part III pages may be downloaded from www.bea.gov/fdi. If more than one Part III is filed, do not duplicate positions in, or transactions with, the U.S. affiliate. Section A – IDENTIFICATION OF FOREIGN PARENT AND ULTIMATE BENEFICIAL OWNER (UBO) BEA USE ONLY Control number 1 − 64 Number of Parts III filed yb the U.S. affiliate– If there is only one, enter “1.” .................. 3010 65 Enter name of foreign parent being reported in this Part III. If the foreign parent is an individual enter “individual.” 0 3011 66 For the foreign parent named in item 65 , this Part III is being used to report – Mark (X) one.
    [Show full text]
  • Cibl, Inc. Reports Second Quarter 2014 Financial Results
    CIBL, Inc. FOR IMMEDIATE RELEASE CIBL, INC. REPORTS SECOND QUARTER 2014 FINANCIAL RESULTS Reno, NV – August 13, 2014 – CIBL, Inc. (“CIBL” or “the Company”; OTC Pink ®: CIBY) announced results for the second quarter of 2014. See Attachments A and B. Summary At June 30, 2014, CIBL held $26.0 million in liquid assets less income taxes payable (estimated at $1.6 million) or $1,360 per share. In addition, the company owns 40.6% (164,307 common shares) of ICTC Group, Inc. (“ICTG”; OTC Pink ®: ICTG); 10,000 shares of Solix Inc. (a private outsourcing firm that provides, among other services, billing and collection for the telecommunications industry); and a $0.3 million note receivable from LICT Corporation. Dutch Auction On January 8, 2014, CIBL completed a modified Dutch Auction in which we acquired 2,286 of our common shares for $3.0 million, or $1,300 per share. In addition, since the Auction ended, we acquired 185 shares in the open market. We currently have 19,109 shares outstanding. ICTC Group, Inc. As noted above, CIBL owns 40.6% of ICTC’s outstanding shares, and a Voting Rights Agreement which was effective April 11, 2013 brought the Company’s voting interest in ICTC to 51.3%. As a result, as of that date CIBL began reporting ICTC results on a consolidated basis. To help clarify these accounting dynamics, we provide a table that shows CIBL’s results on an ongoing basis, the results of ICTC for the relevant period, and the consolidated data reflecting the acquisition of voting control of ICTC by CIBL.
    [Show full text]
  • Download 2158.Pdf
    IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION ) UNITED STATES OF AMERICA, ) ) Plaintiff, ) ) v. ) ) NORTHWEST AIRLINES CORPORATION ) and ) Civil Action No.: 98-74611 CONTINENTAL AIRLINES, INC., ) ) Defendants. ) ) AMENDED COMPLAINT The United States of America, plaintiff, acting under the direction of the Attorney General, brings this civil action to obtain equitable and other relief, including an order directing defendant Northwest Airlines Corporation (“Northwest”) to divest the majority voting interest it has acquired in its competitor, defendant Continental Airlines, Inc. (“Continental”), and adjudicating the agreements pursuant to which Northwest acquired that voting interest to be unlawful under the antitrust laws. Plaintiff filed its complaint in this action on October 23, 1998, at which time Northwest had not yet acquired a voting interest in Continental. Subsequent to the filing of the complaint, Northwest modified the terms of the final agreements relating to the acquisition -- purportedly to “obviate” the harm to competition alleged by plaintiff in its complaint -- and proceeded to acquire a majority voting interest in Continental. The modifications do not remedy the anticompetitive effects of the acquisition, and plaintiff therefore files this Amended Complaint, alleging as follows: 1. Northwest is the fourth largest airline in the United States, and Continental is the fifth largest. Both are financially sound, profitable airlines. 2. Northwest and Continental compete on price and service in thousands of routes throughout the United States. They compete for passengers by offering, among other things, promotional fares for leisure travel, frequent flyer rewards, passenger upgrades, airport and in- flight amenities, and volume discounts to businesses and other organizations.
    [Show full text]
  • Voting/Non-Voting Recapitalizations in Subchapter S Corporations
    1338 HARDING PLACE• SUITE 200 BANISTER FINANCIAL, INC. CHARLOTTE, NORTH CAROLINA 28204 Business Valuation Specialists PHONE: 704-334-4932 FAX: 704-334-5770 www.businessvalue.com Contact: George B. Hawkins, ASA, CFA, President FAIR VALUETM Reprinted from the Spring 1997 Issue VOTING/NON-VOTING RECAPITALIZATIONS IN SUBCHAPTER S CORPORATIONS By: George B. Hawkins, ASA, CFA of stock, voting and non-voting, both being identical except with respect to voting rights. Then, the owner Introduction. The closely-held business gives away the non-voting shares over time to the next founder and owner who has built a sizable net worth in generation, taking valuation discounts for minority his or her business often desires to achieve three goals: interest status, lack of voting rights, and lack of marketability. At the same time the founder will remain 1. “Keep it in the family.” in control by holding some or all of the voting stock. As 2. Retain control until the next generation is ready the next generation progressively proves their meddle and capable to takeover. Also, if a child should over time, the founder can continue to give away voting go through a divorce, enter shares until at some point, majority voting control passes bankruptcy, or become the and the founder remains with a minority interest in the subject of a lawsuit, the voting shares. founder does not want the Triple the Discounts? When considering a shares to fall into the wrong voting/non-voting recapitalization for the first time, hands and have to deal with many estate planners make the incorrect assumption that another voting shareholder.
    [Show full text]
  • Notice of the 7 Ordinary General Meeting Of
    [Translation for Reference Purposes Only] This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the Japanese original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. Securities Code 1605 June 3 2013 To Those Shareholders with Voting Rights Toshiaki Kitamura Representative Director, President & CEO INPEX CORPORATION 5-3-1 Akasaka, Minato-ku, Tokyo NOTICE OF THE 7th ORDINARY GENERAL MEETING OF SHAREHOLDERS Dear Shareholders, You are cordially invited to attend the 7th Ordinary General Meeting of INPEX CORPORATION (hereinafter the “Company”) to be held as described below. In the event you are not able to attend, you may exercise your voting rights by either of the following two methods. It is requested that you review the Reference Documents for the General Meeting of Shareholders (Pages 4-32) before exercising your voting rights. [Voting in writing] Please indicate your votes for or against each of the proposals on the enclosed Voting Rights Exercise Form, and return the form for arrival by the close of business (5:25 p.m.) of Monday, June 24, 2013. [Voting by electromagnetic means (the Internet, etc.)] Please carefully read the “Exercising Voting Rights by Electromagnetic Means (e.g., via the Internet)” (Page 3) and enter your votes for or against each of the proposals by the close of business (5:25 p.m.) of Monday, June 24, 2013. 1. Date and Time: Tuesday June 25, 2013 at 10:00 a.m.
    [Show full text]