Seminar  Workshop

Accounting for Business Combinations Workshop 2018


Why You Should Attend
Learn to apply the business combinations accounting guidance in a pragmatic, practical way.  Workshop participants will gain an in-depth understanding of how to apply the FASB standard (codified in ASC 805) on business combinations, including recent ASUs related to business combinations; how to make journal entries in specific situations; the areas where estimation and judgment is required; the SEC requirements for financial statements and pro forma information for significant business combinations; and the appropriate financial statement disclosure.

What You Will Learn
Through interactive lecture, examples and case studies, participants will gain an understanding of:

  • The typical process of acquiring a business, from an accountant’s perspective
  • The steps in accounting for the acquisition:
    • Is it a business – FASB’s tweak to the definition of a business
    • Who is the acquirer?
    • What did the company buy and what are the recognition and measurement principles
    • What was the consideration, including determination of contingent consideration vs. compensation, and replacement options issued for acquiree awards
  • The measurement period and the recent ASU that simplifies it
  • Frequently encountered implementation issues
  • What additional disclosures may be needed in your periodic reports
  • How to manage the volume of disclosure
  • The FASB’s Private Company Council accounting alternatives
  • SEC Form 8-K filing requirements and guidance for acquisition financial statements including carve-outs, pro forma financial information and additional considerations for cross-border acquisitions
  • Pushdown accounting, reverse mergers, and other sundry topics ?

What You Should Bring
For this hands-on Workshop, we recommend you bring examples of business combination transactions from a company or a client, along with the related disclosures.

Who Should Attend
This Workshop is geared for financial reporting professionals who are involved in accounting for business combinations, who review or audit such transactions, or who work in functional areas that could be impacted by a business combination transaction, such as tax professionals or lawyers involved in M&A transactions. 

Prerequisites
None


Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

9:00 Overview of the M&A process and the Acquisition Method of Accounting for Business Combinations

  • Acquisition of a business or of asset(s)?
    • The FASB definition of a business and differences with the IFRS and SEC definitions
  • Understanding the processof acquiring a business and the accountant’s role
    • SEC reporting requirements, including carve-outs and cross border transactions
  • Who, What, When, How
    • Identifying the acquirer and the acquiree
    • What was acquired non-controlling interest?
    • Account separately for clauses that are not related to the acquisition, such as effective settlement of a pre-existingrelationship
    • When is the consummation date?
    • How did the acquirer gain control?
  • Understanding the recognition and the measurement principles and resulting fair value challenges


10:45 Networking Break

11:00 The Business Combination’s Acquisition Method – Recognition and Measurement

  • Application and implementation issues related to certain assets and liabilities
  • Understanding the exceptions to recognition and measurement principles, including
    • Income taxes
    • Employee benefits
    • Share-based payments
    • Insurance contracts


12:30 Networking Luncheon

1:00 The Business Combination’s Acquisition Method – More Details

  • Accounting for goodwill or a bargain purchase
  • Walking thru step acquisitions
  • Understanding the impact of the 1-year measurement period
  • Accounting for restructuring costs and acquisition expenses related to the acquisition
  • Subsequent accounting for assets and liabilities recorded
  • Review of required disclosures


3:00 Networking Break

3:15 Hot Topics in Business Combination Accounting

  • Contingent consideration
    • Examples of complex structures and accounting
    • Analyzing payments to Employee Owners – is it a contingent payment, consideration, compensation?
  • Reporting issues with reverse mergers
  • Recent changes and in-process projects from FASB, including:
    • Simplifying the Accounting for Measurement-Period Adjustments
    • Pushdown accounting
    • Accounting for Identifiable Intangible Assets in a Business Combination
    • Goodwill


4:15 Business Combination Examples, Case Study and Wrap-up

  • Examples of disclosure and pro formas
  • Case study
  • Examples of how to avoid SEC CorpFin comments on business combination accounting

 5:00 Adjourn



Instructor(s)
George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI

New York City Seminar Location

PLI New York Center
, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. (800) 260-4754.

New York City Hotel Accommodations

Crowne Plaza Times Square Manhattan, 1605 Broadway (at 48th Street), New York, NY 10019 (212) 977-4000. When calling, mention Practising Law Institute. You can also make reservations online to access PLI's rates.

The Muse, 130 West 46th Street, New York, NY 10036. Please call reservations at 1-800-546-7866. When calling, please mention Practising Law Institute and rate code PLII. You can also Book Online- Kimpton.

Millennium Broadway Hotel, 145 West 44th Street, New York, NY 10036. Please call reservations at 1-800-622-5569. When calling, please mention Practising Law Institute. You can also book online.

Hyatt Times Square, 135 W. 45th Street, New York, NY 10036. For reservations, please call (646) 364-1234. When calling mention rate code CR56218 or Practising Law Institute.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Alaska:  All SEC Institute products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Arizona:  SEC Institute’s workshops qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

California:  SEC Institute’s workshops qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All SEC Institute products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Connecticut: Effective January 1, 2017, all SEC Institute products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Delaware:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Florida:  All SEC Institute products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Georgia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Hawaii:  All SEC Institute products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Idaho:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Illinois:  All SEC Institute products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Indiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Iowa:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Kansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Louisiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Maine:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Minnesota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Mississippi:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Missouri:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Montana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nebraska:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nevada:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Hampshire:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Jersey:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Mexico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New York

Experienced Attorneys:  All SEC Institute products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Newly Admitted Attorneys: Select transitional SEC Institute workshops can be used to fulfill the requirements for newly admitted attorneys. Please check the “Credit Information” box on the program page to ensure credit is approved. All credit categories may be earned via transitional SEC Institute workshops.

North Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

North Dakota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Ohio:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oklahoma:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oregon:  All SEC Institute products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Pennsylvania: SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Puerto Rico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Rhode Island:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

South Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Tennessee:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Texas:  All SEC Institute products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Utah:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Vermont:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Virgin Islands:  All SEC Institute products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Virginia:  SEC Institute’s workshops qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

West Virginia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wisconsin:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wyoming:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.


CPD Jurisdictions

British Columbia (CPD-BC):  SEC Institute’s workshops qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  SEC Institute’s workshops qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  SEC Institute’s workshops can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of points an attorney can earn via workshops.

United Kingdom (CPD-UK):  SEC Institute’s workshops can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  SEC Institute’s workshops qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via workshops.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  SEC Institute’s workshops may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  SEC Institute’s workshops may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  SEC Institute’s workshops may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  SEC Institute’s workshops may fulfill HR credit requirements.

SHRM Recertification (SHRM):  SEC Institute’s workshops qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  SEC Institute’s workshops qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via workshops.

Certified Anti-Money Laundering Specialists (CAMS):  SEC Institute’s workshops may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  SEC Institute’s workshops may fulfill SW CPE credit requirements.

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