How do you account for a step acquisition where control is achieved?
An advanced Group Accounting question — expect it in final rounds and case-heavy interviews (IB, PE, Big-4 Transaction Services).
THE SHORT ANSWER
When you cross from a non-controlling stake (e.g., an associate or FVOCI/FVTPL holding) into control, IFRS 3 treats it as a business combination achieved in stages. At the acquisition date you remeasure the previously held equity interest to its acquisition-date fair value and recognize any resulting gain or loss in profit or loss (any amounts previously in OCI relating to that interest are reclassified as if the interest were disposed of). The consideration for goodwill is then: fair value of the previously held interest + fair value of new consideration transferred + amount of NCI, less the fair value of identifiable net assets acquired. So goodwill is measured once, on the whole, at the date control is obtained — not incrementally. The classic trap is forgetting to remeasure (and run the gain/loss through P&L) the stake you already owned, or measuring goodwill only on the newly purchased tranche.
WHAT INTERVIEWERS LISTEN FOR
- ✓Crossing into control = business combination in stages (IFRS 3)
- ✓Remeasure the previously held interest to fair value, gain/loss to P&L (recycle related OCI)
- ✓Goodwill = FV of prior interest + new consideration + NCI − FV of net assets
- ✓Goodwill measured once at the date control is obtained
COMMON MISTAKES
- ✗Not remeasuring the previously held stake
- ✗Computing goodwill only on the new tranche
- ✗Forgetting to recycle related OCI
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RELATED QUESTIONS
- Explain capital consolidation under IFRS 3.
- How do you handle a mid-year change in consolidation scope (acquisition or disposal)?
- How do you account for non-controlling interests (NCI)?
- When is proportionate consolidation used?
- Walk me through the mechanics of a step acquisition, including increases after control is obtained.
- What is the difference between the full and partial goodwill methods?