FASB Statement No. 141R will bring about sweeping changes to business combinations that close on or after January 1, 2009. The financial meltdown led to a drastic reduction and delays in M&A transactions this year though, and as the market begins to thaw, we see this activity picking up sharply. As a result, these transactions will likely fall under the new FAS 141R, a principle-based standard. The new guidance will transition the measurement of the value of purchased assets and liabilities from the cost allocation approach of the past to a fair value approach. FAS 141R also significantly changes expensing transaction costs & accounting for: contingent considerations, R&D, income tax, and bargain purchases. The potential impact of FAS 141R on M&A activities is significant.
In anticipation of increased M&A activity next year, companies, valuation experts, accounting and legal experts must have a complete understanding of what FAS 141R is and what its impact on the business combination transactions is. Our panel of key thought leaders and experts will conduct a thorough panel of the most critical issues which will be followed by a Q&A session in which the audience will be invited to ask the speakers questions live.
Course Level: Intermediate
Prerequisite: None
Method Of Presentation: Group-Based-Internet
Developer: The Knowledge Conference
Recommended CLE/CPE Hours: 2.0
Important Note: Your State Bar or Accounting Board will make the final determination with respect to continuing education credit. If you are applying for CLE credit in Texas you must register 20 days before the event date or you will not be able to obtain CLE credit.
Advance Preparation: Print and review course materials
Course Code: 093925
Michael Tully, CFA, ASA
Principal, Transaction Advisory Services/Valuation and Business Modeling
Gary Roland, CFA, CPA
Managing Director, Office of Professional Practice
Michael J. Mard, CPA/ABV, ASA
President
Charles Chubb
Managing Director
Michael Tully, CFA, ASA, Principal, Transaction Advisory Services/Valuation and Business Modeling, Ernst & Young LLP
- Short overview of 141R and what changed at a high level
- Assets that the acquirer does not intent to use at its highest and best use
- Contingent consideration
Michael J. Mard, CPA/ABV, ASA, President, The Financial Valuation Group
- FASB codification
- New rules for distressed markets
- Impact on subsequent impairment
- Compare/Contrast old SFAS 141 with new 141R (now codification)
Gary Roland, CFA, CPA, Managing Director, Office of Professional Practice, Duff & Phelps, LLC
ASC Topic 805 (formerly FAS 141(R))
- Market-participant perspective in applying Topic 805 (formerly FAS 141(R)): focus on cash flows and discount rates
- Goodwill allocation: Performing the valuation analysis at the appropriate level
- Previously-held equity interests (PHEI) and noncontrolling interests (NCI) in business combinations: valuation issues
Charles Chubb, Managing Director, WTAS LLC
- Potential effective tax rate fluctuations relating to:
- Expensing of Transaction Costs
- Two approaches
- Changes to valuation allowances on acquired company deferred tax assets
- Changes to uncertain tax positions
- Reductions to acquiring company’s valuation allowance resulting from acquired company deferred tax liabilities
- Recording of Deferred Tax Asset for excess tax deductible goodwill over book
- Financial Officers
- Chief Accounting Officers
- Valuation Analysts
- CPAs
- M&A Lawyers
This is a must attend event to anyone interested in understanding the latest updates on FASB Statement No. 141R.
- New guidance explained by the most qualified key leaders & experts
- Hear directly from key regulators & thought leaders
- Interact directly with panel during Q&A