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Advanced Accounting - Chapter 1
University: University of Arkansas at Little Rock
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Chapter 1 1
Chapter 1
BUSINESS COMBINATIONS
Answers to Questions
1A business combination is a union of business entities in which two or more previously separate and
independent companies are brought under the control of a single management team. FASB Statement No.
141 describes three situations that establish the control necessary for a business combination, namely,
when one or more corporations become subsidiaries, when one company transfers its net assets to
another, and when each combining company transfers its net assets to a newly formed corporation.
2The dissolution of all but one of the separate legal entities is not necessary for a business combination.
An example of one form of business combination in which the separate legal entities are not dissolved is
when one corporation becomes a subsidiary of another. In the case of a parent-subsidiary relationship,
each combining company continues to exist as a separate legal entity even though both companies are
under the control of a single management team.
3A business combination occurs when two or more previously separate and independent companies are
brought under the control of a single management team. Merger and consolidation in a generic sense are
frequently used as synonyms for the term business combination. In a technical sense, however, a merger
is a type of business combination in which all but one of the combining entities are dissolved and a
consolidation is a type of business combination in which a new corporation is formed to take over the
assets of two or more previously separate companies and all of the combining companies are dissolved.
4Goodwill arises in a business combination accounted for under the purchase method when the cost of the
investment (price paid plus direct costs) exceeds the fair value of identifiable net assets acquired. Under
FASB Statement No. 142, goodwill is no longer amortized for financial reporting purposes and will have
no effect on net income, unless the goodwill is deemed to be impaired. If goodwill is impaired, a loss will
be reocnized.
5Negative goodwill is the opposite of goodwill. It results from a purchase business combination in which
the fair value of identifiable net assets acquired exceeds the investment cost. Any negative goodwill must
be applied to a proportionate reduction of noncurrent assets other than marketable securities. If negative
goodwill is greater than the fair value of all noncurrent assets acquired other than marketable securities,
the excess is written off as an extraordinary loss on the income statement under FASB Statement No. 141.
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