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Chapter 1 Key Terms
Intercorporate Acquisitions and Investments in Other Entities
23
Accounting
Undergraduate 4
02/03/2013

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Term
acquisition method
Definition
the acquirer recognizes all assets acquired and liabilities assumed in a business combination and measures them at their acqusition-date fair values.
Term
bargain purchase
Definition
the fair value of the consideration given in a business combination, along with the fair value of any equity interest in the acquiree already held and the fair value of any noncontrolling interest in the acquiree, is less than the fair value of the acquiree's net identifiable assets.
Term
business combination
Definition
occurs when an ancquirer obtains control of one or more businesses.
Term
consolidated financial statements
Definition
combined financial statements of a parent company and its subsidiaries' that portrays the related companies as if they were a single company.
Term
control
Definition
the ability to direct policies and management
Term
differential
Definition
the total difference at the acquisition date between the fair value of the consideration exchanged and the book value of the net identifiable assets acquired.
Term
goodwill
Definition
an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
Term
liquidated
Definition
transferring the acquired company's assets and liabilities to the acquiring company and dissolving the acquired company
Term
measurement period
Definition
a period of time allowed by FASB to acquire or properly ascertain fair values.
Term
minority interest
Definition
non-controlling interest
Term
noncontrolling interest
Definition
the total shares of an acquired company not held by the controlling shareholder
Term
parent company
Definition
a company that controls another company, usually through majority ownership of its common stock.
Term
parent-subsidiary relationship
Definition
the relationship created in a stock acquisition
Term
pooling-of-interests
Definition
created earnings and provided misleading financial reporting subsequent to a combination.
Term
primary beneficiary
Definition
a company that has the ability to make decisions significantly affecting the results of another entity's activities or is expected to receive a majority of the other entity's profits and losses.
Term
special-purpose entity (SPE)
Definition
a financing vehicle that is not a substantive operating entity, usually one created for a single specified purpose. May be in the form of a corporation, trust, or partnership.
Term
spin-off
Definition
the ownership of a newly created of existing subsidiary is distributed to the parent's stockholders surrendering any of their stock in the parent company.
Term
split-off
Definition
the subsidiary's shares are exchanged for shares of the parent, thereby leading to a reduction in the outstanding shares of the parent company.
Term
statutory consolidation
Definition
a business combination in which both combining companies are dissolved and the assets and liabilities of both companies are transferred to a newly created corporation.
Term
statutory merger
Definition
type of business combination in which only one of the combining companies survives and the other loses its separate identity.
Term
stock acquisition
Definition
when one company acquires the voting shares of another company and the two companies continue to operate as separate, but related, legal entities.
Term
subsidiary
Definition
a corporation that is controlled by another corporation
Term
tender offer
Definition
an offer inviting the shareholders of another company to "tender" or exchange their shares for securities or assets of the acquiring company.
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