实施后审议：国际财务报告准则第3号——企业合并(IFRS3)各国反馈意见总结的中文翻译

Technical SummaryThis extract has been prepared by IASC Foundation staff and has not been approved by the IASB. For the requirements reference must be made to International Financial Reporting Standards.The objective of this IFRS is to specify the financial reporting by an entity when it undertakes a business combination.A business combination is the bringing together of separate entities or businesses into one reporting entity. The result of nearly all business combinations is that one entity, the acquirer, obtains control of one or more other businesses, the acquiree. If an entity obtains control of one or more other entities that are not businesses, the bringing together of those entities is not a business combination.This IFRS:(a)requires all business combinations within its scope to be accounted for byapplying the purchase method.(b)requires an acquirer to be identified for every business combination within itsscope. The acquirer is the combining entity that obtains control of the othercombining entities or businesses.(c)requires an acquirer to measure the cost of a business combination as theaggregate of: the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the acquirer, in exchange for control of the acquiree; plus any costs directly attributable to the combination.(d)requires an acquirer to recognise separately, at the acquisition date, the acquiree’sidentifiable assets, liabilities and contingent liabilities that satisfy the following recognition criteria at that date, regardless of whether they had been previously recognised in the acquiree’s financial statements:(i)in the case of an asset other than an intangible asset, it is probable that anyassociated future economic benefits will flow to the acquirer, and its fair value can be measured reliably;(ii)in the case of a liability other than a contingent liability, it is probable that an outflow of resources embodying economic benefits will be required to settlethe obligation, and its fair value can be measured reliably; and (iii)in the case of an intangible asset or a contingent liability, its fair value can be measured reliably.(e)requires the identifiable assets, liabilities and contingent liabilities that satisfy theabove recognition criteria to be measured initially by the acquirer at their fairvalues at the acquisition date, irrespective of the extent of any minority interest. (f)requires goodwill acquired in a business combination to be recognised by theacquirer as an asset from the acquisition date, initially measured as the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilitiesrecognised in accordance with (d) above.(g)prohibits the amortisation of goodwill acquired in a business combination andinstead requires the goodwill to be tested for impairment annually, or morefrequently if events or changes in circumstances indicate that the asset might be impaired, in accordance with IAS 36 Impairment of Assets.(h)requires the acquirer to reassess the identification and measurement of theacquiree’s identifiable assets, liabilities and contingent liabilities and themeasurement of the cost of the business combination if the acquirer’s interest in the net fair value of the items recognised in accordance with (d) above exceeds the cost of the combination. Any excess remaining after that reassessment must be recognised by the acquirer immediately in profit or loss.(i)requires disclosure of information that enables users of an entity’s financialstatements to evaluate the nature and financial effect of:(i)business combinations that were effected during the period;(ii)business combinations that were effected after the balance sheet date but before the financial statements are authorised for issue; and(iii)some business combinations that were effected in previous periods.(j)requires disclosure of information that enables users of an entity’s financial statements to evaluate changes in the carrying amount of goodwill during theperiod.A business combination may involve more than one exchange transaction, for example when it occurs in stages by successive share purchases. If so, each exchange transaction shall be treated separately by the acquirer, using the cost of the transaction and fair value information at the date of each exchange transaction, to determine the amount of any goodwill associated with that transaction. This results in a step-by-step comparison of the cost of the individual investments with the acquirer’s interest in the fair values of the acquiree’s identifiable assets, liabilities and contingent liabilities at each step.If the initial accounting for a business combination can be determined only provisionally by the end of the period in which the combination is effected because either the fair values to be assigned to the acquiree’s identifiable assets, liabilities or contingent liabilities or the cost of the combination can be determined only provisionally, the acquirer shall account for the combination using those provisional values. The acquirer shall recognise any adjustments to those provisional values as a result of completing the initial accounting:(a) within twelve months of the acquisition date; and(b) from the acquisition date.。

企业会计准则政策变化及后续规定近些年来，企业会计准则政策变化频繁，这主要是因为随着经济全球化的加深和市场环境的快速变化，对会计准则的要求也随之调整。

以下是一些企业会计准则政策变化及其后续规定的详细介绍：1.国际财务报告准则（IFRS）的引入：IFRS是一套全球通用的会计准则，由国际会计准则理事会（IASB）制定，旨在提供高质量的财务报告，使投资者和利益相关者能够更好地了解和比较各个企业的财务状况和业绩。

我国自2005年起开始引入IFRS，对上市公司和国有大型企业实施。

2.企业合并会计处理规定的调整：随着全球经济一体化的推进，企业合并的现象越来越普遍，对于企业合并后的资产、负债、所有者权益以及利润的会计处理也提出了更高的要求。

我国于2024年颁布了《企业会计准则第33号－企业并购会计处理》等相关规定，明确了企业合并会计处理的具体方法和要求。

3.长期股权投资会计处理规定的调整：随着股权投资市场的发展和我国对外投资的逐渐放开，长期股权投资的会计处理也面临着挑战。

我国于2024年颁布了《企业会计准则第22号－长期股权投资会计处理》等相关规定，要求企业对长期股权投资进行公允价值计量，并按照实际发生的经济利益进行会计确认和处理。

4.金融工具会计准则的修订：金融工具是企业非常重要的一种资产，会计处理对于企业的财务报告具有重要影响。

我国于2024年实施了《企业会计准则第42号－金融工具会计处理》等相关规定，将金融工具分为三个分类，并分别采取公允价值计量、摊余成本计量和成本计量三种计量方法。

5.收入会计处理政策的调整：收入是企业的核心经营活动，其会计处理方法对企业的财务报告和业绩评价具有重要影响。

我国于2024年颁布了《企业会计准则第18号－收入会计处理》等相关规定，明确了收入的确认时间、确认条件、确认方法以及相关披露要求。

综上所述，企业会计准则政策变化及后续规定主要是为了适应经济全球化的要求，提高财务报告的透明度和可比性，确保投资者和利益相关者能够获得准确、公正的信息。

按照计划，第二阶段主要是解决那些缺乏指南的购并活动的会计处 理、研究那些从《国际会计准则第 22号——企业合并》继承而来但尚没 有重新考虑的会计处理要求。同时，第二阶段的研究也给予 IASB和 FASB 重新审视原准则的机会。
二、《国际财务报告准则第 3 号——企业合并》的主要变化 1. 术语变化。修改后的 IFRS 3 在术语方面的变化主要有两个方面：一 是将购买法（purchase method）改称购并法（acquisition method），因 为并非所有企业均由“购买”引致，通过股票交换或其他合约形式同样 可以实现对另一主体的控制，从而实现会计意义上的企业合并；二是将 少数股东权益（minority interests）改称非控制权益（non-
一、企业合并项目的简要历史沿革 2001年，通过对国际会计准则委员会（IASC）的改组，成立了国际会 计准则理事会（IASB）。IASB成立之初，就把企业合并作为其最早运作的 一个重要项目，原因是企业合并的会计实务在全球范围内差异颇大、备 受关注。尽管 IASC以及相关国家会计准则制定者先前已进行了十几年的 研究，但企业合并会计处理的多样性依然存在。2001年 IASB成立时， FASB已发布 SFAS 141，取消了权益结合法，并将商誉由摊销改为减值测 试。SFAS 141发布后，IASB收到了来自欧盟、澳大利亚的大量请求，要 求 IASB改变对商誉的会计处理，因为与使用美国会计准则相比，使用国
7. 投资的部分处置。如果购并方处置其在被购并方的投资并因此而失 去控制权，应按公允价值重新计量其剩余权益，公允价值与账面价值之 间的差额作为处置利得或损失确认为损益，并视情况分别采用《国际会 计准则 27号——合并财务报表和单独财务报表》、《国际会计准则第 28 号——联营中的投资》或《国际会计准则第 39号——金融工具：确认和 计量》对剩余权益进行后续会计处理。

《国际财务报告准则第3号：企业合并》（最新英文版）《国际财务报告准则第3号：企业合并》（最新英文版）IFRS 3International Financial Reporting Standard 3 ：Business binationsThis version includes amendments resulting from IFRSs issued up to 31 Dece mber 20XX.IAS 22 Business binations was issued by the International Accounting Standard s mittee in October 1998. It was a revision of IAS 22 Business binations (issu ed in December 1993), which replaced IAS 22 Accounting for Business binatio ns (issued in November 1983).In April 20XX the International Accounting Standards Board (IASB) resolved t hat all Standards and Interpretations issued under previous Constitutions continu ed to be applicable unless and until they were amended or withdrawn.In March 20XX the IASB issued IFRS 3 Business binations. It replaced IAS 2 2 and three Interpretations:IFRS 3International Financial Reporting Standard 3 Business binations (IFRS 3) is set out in paragraphs 1–87 and Appendices A–C. All the paragraphs have equal authority. Paragraphs in bold type state the main principles. Terms defined in Appendix A are in italics the first time they appear in the Standard. Definition s of other terms are given in the Glossary for International Financial Reporting Standards. IFRS 3 should be read in the context of its objective and the Basi s for Conclusions, the Preface to International Financial Reporting Standards an d the Framework for the Preparation and Presentation of Financial Statements. IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors provid es a basis for selecting and applying accounting policies in the absence of exp licitguidance.IFRS 3IntroductionIN1International Financial Reporting Standard 3 Business binations (IFRS 3) replac es IAS 22 Business binations. The IFRS also replaces the following Interpretations: .SIC-9 Business binations—Classification either as Acquisitions or Unitings of I nterests.SIC-22 Business binations—Subsequent Adjustment of Fair Values and Goodwil l Initially Reported.SIC-28 Business binations—“Date of Exchange”and Fair Value of Equity Instr uments.Reasons for issuing the IFRSIN2 IAS 22 permitted business binations to be accounted for using one of two methods: the pooling of interests method or the purchase method. Although IAS 22 restricted the use of the pooling of interests method to business binatio ns classified as unitings of interests, analysts and other users of financial state ments indicated that permitting two methods of accounting for substantially sim ilar transactions impaired the parability of financial statements. Others argued t hat requiring more than one method of accounting for such transactions created incentives for structuring those transactions to achieve a desired accounting re sult, particularly given that the two methods produce quite different results.IN3 These factors, bined with the prohibition of the pooling of interests metho d in Australia, Canada and the United States, prompted the International Accou nting Standards Board to examine whether, given that few binations were unde rstood to be accounted for in accordance with IAS 22 using the poolingof interests method, it would be advantageous for international standards to con verge with those in Australia and North America by also prohibiting the method.IN4 Accounting for business binations varied across jurisdictions in other respe cts as well. These included the accounting for goodwill and intangible assets acquired in a business bination, the treatment of any excess of the acquirer’s i nterest in the fair values of identifiable net assets acquired over the cost of th ebusiness bination, and the recognition of liabilities for terminating or reducing t he activities of an acquiree.IN5 Furthermore, IAS 22 contained an option in respect of how the purchase method could be applied: the identifiable assets acquired and liabilities assumed could be measured initially using either a benchmark treatment or an allowedalternative treatment. The benchmark treatment resulted in the identifiable asse ts acquired and liabilities assumed being measured initially at a bination of fair values (to the extent of the acquirer’s ownership interest) and pre-acquisition carrying amounts (to the extent of any minority interest). The allowed alternati ve treatment resulted in the identifiable assets acquired and liabilities assumed IFRS 3being measured initially at their fair values as at the date of acquisition. The Board believes that permitting similar transactions to be accounted for in dissi milar ways impairs the usefulness of the information provided to users of finan cial statements, because both parability and reliability are diminished.IN6Therefore, this IFRS has been issued to improve the quality of, and seek inter national convergence on, the accounting for business binations,including: (a) the method of accounting for business binations; (b) the initial m easurement of the identifiable assets acquired and liabilities and contingent liabi lities assumed in a business bination; (c) the recognition of liabilities for termi nating or reducing the activities of an acquiree; (d) the treatment of any exces s of the acquirer’s interest in the fair values of identifiable net assets acquired in a business bination over the cost of the bination; and (e) the accounting fo r goodwill and intangible assets acquired in a business bination. Main features of the IFRSIN7 This IFRS:(a) requires all business binations within its scope to be accounted for by appl ying the purchase method.(b) requires an acquirer to be identified for every business bination within its s cope. The acquirer is the bining entity that obtains control of theother bining entities or businesses.(c) requires an acquirer to measure the cost of a business bination as the aggr egate of: the fair values, at the date of exchange, of assets given,liabilities incurred or assumed, and equity instruments issued by the acquirer, i n exchange for control of the acquiree; plus any costs directly attributable to t he bination.(d) requires an acquirer to recognise separately, at the acquisition date, the acq uiree’s identifiable assets, liabilities and contingent liabilities that satisfy the fol lowing recognition criteria at that date, regardless of whether they had been pr eviously recognised in the acquiree’s financial statements:(i) in the case of an asset other than an intangible asset, it is probable that an y associated future economic benefits will flow to the acquirer, and its fair val ue can be measured reliably;(ii) in the case of a liability other than a contingent liability, it is probable tha t an outflow of resources embodying economic benefits will be required to sett le the obligation, and its fair value can be measured reliably; and(iii) in the case of an intangible asset or a contingent liability, its fair value c an be measured reliably.(e) requires the identifiable assets, liabilities and contingent liabilities that satisf y the above recognition criteria to be measured initially by the acquirer at thei r fair values at the acquisition date, irrespective of the extent of any minority interest.(f) requires goodwill acquired in a business bination to be recognised by the a cquirer as an asset from the acquisition date, initially measured as the excess of the cost of the business bination over the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities re cognised in accordance with (d) above.(g) prohibits the amortisation of goodwill acquired in a business bination and i nstead requires the goodwill to be tested for impairment annually, ormore frequently if events or changes in circumstances indicate that the asset m ight be impaired, in accordance with IAS 36 Impairment of Assets.(h) requires the acquirer to reassess the identification and measurement of the acquiree’s ide ntifiable assets, liabilities and contingent liabilities and the measurement of the cost of the business bination if the acquirer’s interest in th e net fair value of the items recognised in accordance with (d) above exceeds the cost of the bination. Any excess remaining after that reassessment must be recognised by the acquirer immediately in profit or loss.(i) requires disclosure of information that enables users of an entity’s financial statements to evaluate the nature and financial effect of:(i) business binations that were effected during the period; (ii) business binatio ns that were effected after the balance sheet date but before the financial state ments are authorised for issue; and (iii) some business binations that were effe cted in previous periods.(j) requires disclosure of information that enables users of an entity’s financial statements to evaluate changes in the carrying amount ofgoodwill during the period. Changes from previous requirementsIN8 The main changes from IAS 22 are described below. Method of accountin gIN9 This IFRS requires all business binations within its scope to be accounted for using the purchase method. IAS 22 permitted business binations to be accounted for using one of two methods: the pooling of interests method for b inations classified as unitings of interests and the purchase method for binations classified as acquisitions.ies assumedIN10This IFRS changes the requirements in IAS 22 for separately recognising as pa rt of allocating the cost of a business bination:(a) liabilities for terminating or reducing the activities of the acquiree; and (b) contingent liabilities of the acquiree.This IFRS also clarifies the criteria for separately recognising intangible assets of the acquiree as part of allocating the cost of a bination.IN11This IFRS requires an acquirer to recognise liabilities for terminating or reduci ng the activities of the acquiree as part of allocating the cost of the bination o nlywhen the acquiree has, at the acquisition date, an existing liability for restructu ring recognised in accordance with IAS 37 Provisions, Contingent Liabilities an d Contingent Assets. IAS 22 required an acquirer to recognise as part of alloc ating the cost of a business bination a provision for terminating or reducing th eactivities of the acquiree that was not a liability of the acquiree at the acquisit ion date, provided the acquirer satisfied specified criteria.IN12This IFRS requires an acquirer to recognise separately the acquiree’s contingent liabilities (as defined in IAS 37) at the acquisition date as part of allocating t hecost of a business bination, provided their fair values can be measured reliably. Such contingent liabilities were, in accordance with IAS 22, subsumedwithin the amount recognised as goodwill or negative goodwill.IN13IAS 22 required an intangible asset to be recognised if, and only if, it was pr obable that the future economic benefits attributable to the asset would flow to theentity, and its cost could be measured reliably. The probability recognition crite rion is not included in this IFRS because it is always considered to be satisfie dfor intangible assets acquired in business binations. Additionally, this IFRS incl udes guidance clarifying that the fair value of an intangible asset acquired in a business bination can normally be measured with sufficient reliability to quali fy for recognition separately from goodwill. If an intangible asset acquiredin a business bination has a finite useful life, there is a rebuttable presumption that its fair value can be measured reliably.s assumedIN14IAS 22 included a benchmark and an allowed alternative treatment for the initi al measurement of the identifiable net assets acquired in a business bination, and therefore for the initial measurement of any minority interests. This IFRS requires the acquiree’s identifiabl e assets, liabilities and contingent liabilities recognised as part of allocating the cost of the bination to be measured initiall y by the acquirer at their fair values at the acquisition date. Therefore, any minority interest in the acquiree is stated a t the minority’s proportion of the ne t fair values of those items. This is consistent with IAS 22’s allowed alternativ etreatment.Subsequent accounting for goodwillIN15This IFRS requires goodwill acquired in a business bination to be measured aft er initial recognition at cost less any accumulated impairment losses. Therefore, the goodwill is not amortised and instead must be tested for impair ment annually, or more frequently if events or changes in circumstances indicate that it might be impaired. IAS 22 required acquired goodwill to be sy stematically amortised over its useful life, and included a rebuttable presumption that its useful life could not exceed twenty years from initial reco gnition.Excess of acquirer’s interest in the net fair value of acquiree’s identifiable asse ts, liabilities and contingent liabilities over costIN16This IFRS requires the acquirer to reassess the identification and measurement of the acquiree’s identifiable assets, liabilities and contingent liabilities and the measurement of the cost of the bination if, at the acquisition date, the acquire r’s interest in the net fair value of those items exceeds the cost of the mbinati on. Any excess remaining after that reassessment must be recognised by the ac quirer immediately in profit or loss. In accordance with IAS 22, any excess of the acquirer’s interest in the net fair value of the identifiable assets and liabil ities acquired over the cost of the acquisition was accounted for as negative goodwill as follows:(a) to the extent that it related to expectations of future losses and expenses id entified in the acquirer’s acquisition plan, it was required to be carried forward and recognised as ine in the same period in which the future losses a nd expenses were recognised.(b) to the extent that it did not relate to expectations of future losses and exp enses identified in the acquirer’s acquisition plan, it was required to be recognised as ine as follows:(i) for the amount of negative goodwill not exceeding the aggregate fair value of acquired identifiable non-monetary assets, on a systematicbasis over the remaining weighted average useful life of the identifiable deprec iable assets.(ii) for any remaining excess, immediately.International Financial Reporting Standard 3Business binationsObjectiveThe objective of this IFRS is to specify the financial reporting by an entity w hen it undertakes a business bination. In particular, it specifies that all business binations should be accounted for by applying the purchase method. Therefore, the acquirer recognises the acquiree’s identifiable assets, liabilities and conting ent liabilities at their fair values at the acquisition date, and also recognises go odwill, which is subsequently tested for impairment rather than amortised.Scope2 Except as described in paragraph 3, entities shall apply this IFRS when acco unting for business binations.3 This IFRS does not apply to:(a) business binations in which separate entities or businesses are brought toget her to form a joint venture.(b) business binations involving entities or businesses under mon control.(c) business binations involving two or more mutual entities.(d) business binations in which separate entities or businesses are brought toget her to form a reporting entity by contract alone without the obtaining ofan ownership interest (for example, binations in which separate entities are bro ught together by contract alone to form a dual listedcorporation). Identifying a business bination4 A business bination is the bringing together of separate entities or businesses into one reporting entity. The result of nearly all business binations is that one entity, the acquirer, obtains control of one or more other businesses, the a cquiree. If an entity obtains control of one or more other entities that are not businesses, the bringing together of those entities is not a business bination. When an entity acquires a group of assets or net assets that does not constitute abusiness, it shall allocate the cost of the group between the individual identifia ble assets and liabilities in the group based on their relative fair values at the acquisition date.5A business bination may be structured in a variety of ways for legal, taxation or other reasons. It may involve the purchase by an entity of the equity of an otherentity, the purchase of all the net assets of another entity, the assumption of t he liabilities of another entity, or the purchase of some of the net assets of an otherentity that together form one or more businesses. It may be effected by the iss ue of equity instruments, the transfer of cash, cash equivalents or other assets, or abination thereof. The transaction may be between the shareholders of the binin g entities or between one entity and the shareholders of another entity.It may involve the establishment of a new entity to control the bining entities or net assets transferred, or the restructuring of one or more of the bining entities.6A business bination may result in a parent-subsidiary relationship in which the acquirer is the parent and the acquiree a subsidiary of the acquirer. In such circumstances, the acquirer applies this IFRS in its consolidated financial state ments. It includes its interest in the acquiree in any separate financial statemen ts it issues as an investment in a subsidiary (see IAS 27 Consolidated and Sep arate Financial Statements).7A business bination may involve the purchase of the net assets, including any goodwill, of another entity rather than the purchase of the equity of the other entity. Such a bination does not result in a parent-subsidiary relationship.8Included within the definition of a business bination, and therefore the scope o f this IFRS, are business binations in which one entity obtains control of another entity but for which the date of obtaining control (ie the acquisition da te) does not coincide with the date or dates of acquiring an ownership interest (ie thedate or dates of exchange). This situation may arise, for example, when an inv estee enters into share buy-back arrangements with some of its investors and, a s aresult, control of the investee changes.9This IFRS does not specify the accounting by venturers for interests in joint v entures (see IAS 31 Interests in Joint Ventures).Business binations involving entities under mon control10A business bination involving entities or businesses under mon control is a bus iness bination in which all of the bining entities or businesses areultimately controlled by the same party or parties both before and after the bu siness bination, and that control is not transitory.11A group of individuals shall be regarded as controlling an entity when, as a re sult of contractual arrangements, they collectively have the power to govern its financial and operating policies so as to obtain benefits from its activities. The refore, a business bination is outside the scope of this IFRS when the same group of individuals has, as a result of contractual arrangements, ultimate colle ctive power to govern the financial and operating policies of each of the bining entities so as to obtain benefits from their activities, and that ultimate c ollective power is not transitory.12An entity can be controlled by an individual, or by a group of individuals acti ng together under a contractual arrangement, and that individual or group of individuals may not be subject to the financial reporting requirements of IFRSs. Therefore, it is not necessary for bining entities to be included as part of the same consolidated financial statements for a business bination to be regarded a s one involving entities under mon control.312. IASCFIFRS 3The extent of minority interests in each of the bining entities before and after the business bination is not relevant to determining whether thebination involves entities under mon control. Similarly, the fact that one of the bining entities is a subsidiary that has been excluded from theconsolidated financial statements of the group in accordance with IAS 27 is no t relevant to determining whether a bination involves entities under mon control.Method of accounting14All business binations shall be accounted for by applying the purchase method.15The purchase method views a business bination from the perspective of the bin ing entity that is identified as the acquirer. The acquirer purchases netassets and recognises the assets acquired and liabilities and contingent liabilities assumed, including those not previously recognised by the acquiree.The measurement of the acquirer’s assets and liabilities is not affected by the t ransaction, nor are any additional assets or liabilities of the acquirer recognised as a result of the transaction, because they are not the subjects of the transacti on.Application of the purchase method16Applying the purchase method involves the following steps:(a) identifying an acquirer;(b) measuring the cost of the business bination; and(c) allocating, at the acquisition date, the cost of the business bination to the a ssets acquired and liabilities and contingent liabilities assumed.Identifying the acquirer17An acquirer shall be identified for all business binations. The acquirer is the b ining entity that obtains control of the other bining entitiesor businesses.18Because the purchase method views a business bination from the acquirer’s per spective, it assumes that one of the parties to the transaction can be identified as the acquirer.19Control is the power to govern the financial and operating policies of an entity or business so as to obtain benefits from its activities. A bining entity shall b epresumed to have obtained control of another bining entity when it acquires m ore than one-half of that other entity’s voting rights, unless it can bedemonstrated that such ownership does not constitute control. Even if one of t he bining entities does not acquire more than one-half of the voting rights of another bining entity, it might have obtained control of that other entity if, as a result of the bination, it obtains:(a) power over more than one-half of the voting rights of the other entity by virtue of an agreement with other investors; or(b) power to govern the financial and operating policies of the other entity un der a statute or an agreement; or(c) power to appoint or remove the majority of the members of the board of directors or equivalent governing body of the other entity; or(d) power to cast the majority of votes at meetings of the board of directors o r equivalent governing body of the other entity.20Although sometimes it may be difficult to identify an acquirer, there are usuall y indications that one exists. For example:(a) if the fair value of one of the bining entities is significantly greater than t hat of the other bining entity, the entity with the greater fairvalue is likely to be the acquirer;(b) if the business bination is effected through an exchange of voting ordinary equity instruments for cash or other assets, the entity giving upcash or other assets is likely to be the acquirer; and(c) if the business bination results in the management of one of the bining ent ities being able to dominate the selection of themanagement team of the resulting bined entity, the entity whose management i s able so to dominate is likely to be the acquirer.21In a business bination effected through an exchange of equity interests, the entity that issues the equity interests is normally the acquirer. However, all pertinent facts and circumstances shall be considered to determine which of the bining entities has the power to govern the financial and operating policiesof the other entity (or entities) so as to obtain benefits from its (or their) activ ities.In some business binations, monly referred to as reverse acquisitions, the acquirer is the entity whose equity interests have been acquired and the issuing entity is the acquiree. This might be the case when, for example, a private ent ityarranges to have itself ‘acquired’ by a smaller public entity as a means of obtaining a stock exchange listing. Although legally the issuing public entity isregarded as the parent and the private entity is regarded as the subsidiary, the legal subsidiary is the acquirer if it has the power to govern the financial and operating policies of the legal parent so as to obtain benefits from its activities. monly the acquirer is the larger entity; however, the facts and circumstances surrounding a bination sometimes indicate that a smaller entity acquires a larger entity. Guidance on the accounting for reverse acquisitions is provided i nparagraphs B1–B15 of Appendix B.22When a new entity is formed to issue equity instruments to effect a business bination, one of the bining entities that existed before the binationshall be identified as the acquirer on the basis of the evidence available.23Similarly, when a business bination involves more than two biningentities, one of the bining entities that existed before the bination shallbe identified as the acquirer on the basis of the evidence available. Determinin gthe acquirer in such cases shall include a consideration of, amongst other thing s,which of the bining entities initiated the bination and whether the assetsor revenues of one of the bining entities significantly exceed those ofthe others.314. IASCFIFRS 3Cost of a business bination24The acquirer shall measure the cost of a business bination as the aggregate of: (a)the fair values, at the date of exchange, of assets given, liabilities incurredor assumed, and equity instruments issued by the acquirer, in exchange for control of the acquiree; plus(b)any costs directly attributable to the business bination.25The acquisition date is the date on which the acquirer effectively obtains contr olof the acquiree. When this is achieved through a single exchange transaction, t hedate of exchange coincides with the acquisition date. However, a business bination may involve more than one exchange transaction, for examplewhen it is achieved in stages by successive share purchases. When this occurs: (a)the cost of the bination is the aggregate cost of the individual transactions; and(b)the date of exchange is the date of each exchange transaction (ie the date that each individual investment is recognised in the financial statementsof the acquirer), whereas the acquisition date is the date on which the acquirer obtains control of the acquiree.26Assets given and liabilities incurred or assumed by the acquirer in exchange fo rcontrol of the acquiree are required by paragraph 24 to be measured at their f airvalues at the date of exchange. Therefore, when settlement of all or any part ofthe cost of a business bination is deferred, the fair value of that deferred ponent shall be determined by discounting the amounts payable to their present value at the date of exchange, taking into account any premium or discount likely to be incurred in settlement.27The published price at the date of exchange of a quoted equity instrument provides the best evidence of the instrument’s fair value and shall be used, ex ceptin rare circumstances. Other evidence and valuation methods shall be considere donly in the rare circumstances when the acquirer can demonstrate that the published price at the date of exchange is an unreliable indicator of fair value, and that the other evidence and valuation methods provide a more reliable measure of the equity instrument’s fair value. The published price at the date ofexchange is an unreliable indicator only when it has been affected by the thin nessof the market. If the published price at the date of exchange is an unreliable。