business-combinations-advisor

Name: business-combinations-advisor
Author: Raishin

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How to install business-combinations-advisor?

raishin/vanguard-frontier-agentic/business-combinations-advisor

$npx -y skills add Raishin/vanguard-frontier-agentic --skill business-combinations-advisor

Installs into the current project.

Summary

Multi-jurisdiction business combinations reference framework covering acquisition accounting, purchase price allocation, goodwill, and post-combination integration under ASC 805 and IFRS 3.

Files · 1

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SKILL.md

1	# Business Combinations Advisor — Reference Skill
2
3	## Purpose
4
5	Provide the complete multi-jurisdiction framework for business combinations advisory — from acquirer identification and acquisition date determination through purchase price allocation, goodwill measurement, NCI, deferred tax in PPA, post-combination accounting, and common-control transactions.
6
7	---
8
9	## Part 1: The Acquisition Method — ASC 805 / IFRS 3
10
11	### Step 1: Identify the Acquirer
12
13	The acquirer is the entity that obtains control of the acquiree (ASC 805-10-55 / IFRS 3.B14–B18).
14
15	Reverse acquisition indicators (when legal acquiree is the accounting acquirer):
16	- The former owners of the legal acquiree obtain the majority of the voting rights of the combined entity.
17	- The composition of the governing body is dominated by former owners of the legal acquiree.
18	- Management of the legal acquiree comprises the majority of management of the combined entity.
19	- The combination is effected at a premium over the fair value of the legal acquirer.
20	- The larger entity is the legal acquiree.
21
22	Source: ASC 805-10-55-11 / IFRS 3.B14–B18
23
24	### Step 2: Determine the Acquisition Date
25
26	The acquisition date is the date on which the acquirer obtains control — generally the closing date when consideration is transferred and the acquiree's assets are received and liabilities assumed (ASC 805-10-25-6 / IFRS 3.9).
27
28	### Step 3: Recognise and Measure Identifiable Assets and Liabilities
29
30	At the acquisition date, recognise:
31	- All identifiable assets acquired and liabilities assumed that meet the Framework definitions, even if not recognised by the acquiree (e.g., internally developed intangibles).
32	- At fair value as of the acquisition date, except for specific exceptions (e.g., deferred tax — IAS 12/ASC 740; employee benefits — IAS 19/ASC 715; operating leases — IFRS 16/ASC 842).
33	- No recognition of restructuring provisions or future losses of the acquiree as of the acquisition date (ASC 805-20-25-1 / IFRS 3.11).
34
35	---
36
37	## Part 2: Consideration Transferred and PPA
38
39	### Consideration Components
40
41	\| Component \| Measurement \| Key Notes \|
42	\|---\|---\|---\|
43	\| Cash \| Face value \| Straightforward \|
44	\| Equity issued \| Fair value of shares at acquisition date market price \| Not at announcement date \|
45	\| Contingent consideration \| Fair value at acquisition date \| Subsequent changes through P&L (not goodwill) under ASC 805-30-35 / IFRS 3.58 \|
46	\| Replacement awards (share-based) \| Portion attributable to pre-combination service = purchase price; portion for post-combination service = compensation cost \| ASC 805-30-25-3 / IFRS 3.B55–B62 \|
47
48	### Step Acquisitions (Business Combination Achieved in Stages)
49
50	1. Remeasure the previously held equity interest in the acquiree to fair value at the acquisition date.
51	2. Recognise the resulting gain or loss in P&L.
52	3. Include that remeasured fair value in the consideration transferred to calculate goodwill.
53
54	Source: ASC 805-10-25-10 / IFRS 3.42
55
56	### Contingent Consideration — Post-Acquisition Remeasurement
57
58	- Equity-classified contingent consideration: Not remeasured (settled in own shares, classified as equity).
59	- Liability-classified contingent consideration: Remeasured at fair value each reporting date; change goes through P&L.
60	- Common error: routing post-acquisition changes in contingent consideration to goodwill (prohibited under both ASC 805 and IFRS 3).
61
62	---
63
64	## Part 3: Identifiable Intangibles
65
66	### Recognition Criteria (ASC 805-20 / IFRS 3.B31–B40)
67
68	Recognise separately from goodwill if the asset meets either:
69	- Separability criterion: can be separated from the entity and sold, transferred, licensed, rented, or exchanged.
70	- Contractual-legal criterion: arises from contractual or other legal rights, regardless of separability.
71
72	### Common Intangibles Recognised in PPA
73
74	\| Category \| Examples \| Typical Valuation Method \|
75	\|---\|---\|---\|
76	\| Customer-related \| Customer lists, customer relationships, order backlog \| Multi-period excess earnings (MPEEM) \|
77	\| Technology-based \| Developed technology, patents, databases \| Relief from royalty; cost approach \|
78	\| Marketing-related \| Trade names, trademarks, internet domain names \| Relief from royalty \|
79	\| Contract-based \| Licensing agreements, non-compete agreements, franchise agreements \| Incremental cash flow approach \|
80	\| Artistic-related \| Copyrights, literary works \| Relief from royalty \|
81
82	### In-Process Research & Development (IPR&D)
83
84	\| Standard \| Treatment \|
85	\|---\|---\|
86	\| ASC 805 (US GAAP) \| Capitalise as an indefinite-lived intangible asset at acquisition date;

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Type

business-combinations-advisor

17stars3forks

View on GitHub

How to install business-combinations-advisor?

raishin/vanguard-frontier-agentic/business-combinations-advisor

$npx -y skills add Raishin/vanguard-frontier-agentic --skill business-combinations-advisor

Installs into the current project.

Summary

Multi-jurisdiction business combinations reference framework covering acquisition accounting, purchase price allocation, goodwill, and post-combination integration under ASC 805 and IFRS 3.

Files · 1

View on GitHub

SKILL.md

1	# Business Combinations Advisor — Reference Skill
2
3	## Purpose
4
5	Provide the complete multi-jurisdiction framework for business combinations advisory — from acquirer identification and acquisition date determination through purchase price allocation, goodwill measurement, NCI, deferred tax in PPA, post-combination accounting, and common-control transactions.
6
7	---
8
9	## Part 1: The Acquisition Method — ASC 805 / IFRS 3
10
11	### Step 1: Identify the Acquirer
12
13	The acquirer is the entity that obtains control of the acquiree (ASC 805-10-55 / IFRS 3.B14–B18).
14
15	Reverse acquisition indicators (when legal acquiree is the accounting acquirer):
16	- The former owners of the legal acquiree obtain the majority of the voting rights of the combined entity.
17	- The composition of the governing body is dominated by former owners of the legal acquiree.
18	- Management of the legal acquiree comprises the majority of management of the combined entity.
19	- The combination is effected at a premium over the fair value of the legal acquirer.
20	- The larger entity is the legal acquiree.
21
22	Source: ASC 805-10-55-11 / IFRS 3.B14–B18
23
24	### Step 2: Determine the Acquisition Date
25
26	The acquisition date is the date on which the acquirer obtains control — generally the closing date when consideration is transferred and the acquiree's assets are received and liabilities assumed (ASC 805-10-25-6 / IFRS 3.9).
27
28	### Step 3: Recognise and Measure Identifiable Assets and Liabilities
29
30	At the acquisition date, recognise:
31	- All identifiable assets acquired and liabilities assumed that meet the Framework definitions, even if not recognised by the acquiree (e.g., internally developed intangibles).
32	- At fair value as of the acquisition date, except for specific exceptions (e.g., deferred tax — IAS 12/ASC 740; employee benefits — IAS 19/ASC 715; operating leases — IFRS 16/ASC 842).
33	- No recognition of restructuring provisions or future losses of the acquiree as of the acquisition date (ASC 805-20-25-1 / IFRS 3.11).
34
35	---
36
37	## Part 2: Consideration Transferred and PPA
38
39	### Consideration Components
40
41	\| Component \| Measurement \| Key Notes \|
42	\|---\|---\|---\|
43	\| Cash \| Face value \| Straightforward \|
44	\| Equity issued \| Fair value of shares at acquisition date market price \| Not at announcement date \|
45	\| Contingent consideration \| Fair value at acquisition date \| Subsequent changes through P&L (not goodwill) under ASC 805-30-35 / IFRS 3.58 \|
46	\| Replacement awards (share-based) \| Portion attributable to pre-combination service = purchase price; portion for post-combination service = compensation cost \| ASC 805-30-25-3 / IFRS 3.B55–B62 \|
47
48	### Step Acquisitions (Business Combination Achieved in Stages)
49
50	1. Remeasure the previously held equity interest in the acquiree to fair value at the acquisition date.
51	2. Recognise the resulting gain or loss in P&L.
52	3. Include that remeasured fair value in the consideration transferred to calculate goodwill.
53
54	Source: ASC 805-10-25-10 / IFRS 3.42
55
56	### Contingent Consideration — Post-Acquisition Remeasurement
57
58	- Equity-classified contingent consideration: Not remeasured (settled in own shares, classified as equity).
59	- Liability-classified contingent consideration: Remeasured at fair value each reporting date; change goes through P&L.
60	- Common error: routing post-acquisition changes in contingent consideration to goodwill (prohibited under both ASC 805 and IFRS 3).
61
62	---
63
64	## Part 3: Identifiable Intangibles
65
66	### Recognition Criteria (ASC 805-20 / IFRS 3.B31–B40)
67
68	Recognise separately from goodwill if the asset meets either:
69	- Separability criterion: can be separated from the entity and sold, transferred, licensed, rented, or exchanged.
70	- Contractual-legal criterion: arises from contractual or other legal rights, regardless of separability.
71
72	### Common Intangibles Recognised in PPA
73
74	\| Category \| Examples \| Typical Valuation Method \|
75	\|---\|---\|---\|
76	\| Customer-related \| Customer lists, customer relationships, order backlog \| Multi-period excess earnings (MPEEM) \|
77	\| Technology-based \| Developed technology, patents, databases \| Relief from royalty; cost approach \|
78	\| Marketing-related \| Trade names, trademarks, internet domain names \| Relief from royalty \|
79	\| Contract-based \| Licensing agreements, non-compete agreements, franchise agreements \| Incremental cash flow approach \|
80	\| Artistic-related \| Copyrights, literary works \| Relief from royalty \|
81
82	### In-Process Research & Development (IPR&D)
83
84	\| Standard \| Treatment \|
85	\|---\|---\|
86	\| ASC 805 (US GAAP) \| Capitalise as an indefinite-lived intangible asset at acquisition date;

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6 picks

Type