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2.4 Determining the acquisition date
Publication date: 31 May 2022
us Business combinations guide
ASC 805-10-25-6 to ASC 805-10-25-7 provide the principle with regard to determining the acquisition date.
The acquirer shall identify the acquisition date, which is the date on which it obtains control of the acquiree.
The date on which the acquirer obtains control of the acquiree generally is 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 the acquiree on a date before the closing date. An acquirer shall consider all pertinent facts and circumstances in identifying the acquisition date.
The acquisition date is the date on which the acquirer obtains control of the acquiree, which is generally the closing date. However, if control of the acquiree transfers to the acquirer through a written agreement, the acquisition date can be before or after the closing date. In accordance with ASC 805-10-25-7, all pertinent facts and circumstances surrounding a business combination should be considered in assessing when the acquirer has obtained control of the acquiree. The date on which control passes is a matter of fact, and it cannot be backdated or artificially altered.
As described in paragraph B110 in the basis for conclusions of FAS 141(R), in certain situations reporting entities may wish to designate a “convenience date” (i.e., a date other than the actual acquisition date) as a practical matter when recognizing a business combination. Use of a convenience date will eliminate the need to perform the financial reporting process twice within the same month. The convenience date should be no more than a few days after control has transferred and should be in the same reporting period as the acquisition date. Further, the use of a convenience date should not have a material effect on the financial statements (e.g., no material transaction should have occurred between the acquisition date and convenience date). When considering materiality, a reporting entity should ensure it is assessing quantitative metrics, such as net income, revenues, and expenses, and qualitative factors, such as debt covenant compliance and the impact on employee compensation arrangements. A materiality assessment should consider the impact of using a convenience date together with the effect of other errors in the financial statements.
An acquirer may also obtain control through a transaction or event without the purchase of a controlling ownership interest (i.e., a business combination achieved without the transfer of consideration). The acquisition date for these business combinations is the date control is obtained through the other transaction or event. This situation may arise, for example, if an investee enters into a share buy-back arrangement with certain investors and, as a result, control of the investee changes. In this example, the acquisition date should be the date on which the share repurchase (and cancellation) occurs, resulting in an investor obtaining control over the investee. An acquirer may also obtain control of a business without transferring consideration if, for example, the rights of other (minority) shareholders that stopped the acquirer from controlling the acquiree lapse.
PwC. All rights reserved. PwC refers to the US member firm or one of its subsidiaries or affiliates, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors.
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