$npx -y skills add Raishin/vanguard-frontier-agentic --skill consolidation-intercompany-advisorMulti-jurisdiction consolidation scope and intercompany elimination reference framework covering ASC 810 / IFRS 10 control models, VIE (Variable Interest Entity) primary beneficiary analysis, NCI measurement, equity method accounting (ASC 323 / IAS 28), intercompany eliminations
| 1 | # Consolidation & Intercompany Advisor — Reference Skill |
| 2 | |
| 3 | ## Purpose |
| 4 | |
| 5 | Provide the complete multi-jurisdiction framework for consolidation scope determination and intercompany elimination advisory — from controlling financial interest analysis through VIE (Variable Interest Entity — ASC 810-10-15) primary beneficiary tests, NCI measurement, equity method accounting, elimination of intercompany transactions, deferred tax on eliminations, and adversarial group reporting scenarios. |
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| 8 | |
| 9 | ## Part 1: Consolidation Scope — ASC 810 vs. IFRS 10 |
| 10 | |
| 11 | ### 1.1 The Control Models Compared |
| 12 | |
| 13 | | Dimension | US GAAP (ASC 810) | IFRS 10 | |
| 14 | |---|---|---| |
| 15 | | Core principle | Controlling financial interest | Control: power over investee + exposure to variable returns + ability to use power to affect returns | |
| 16 | | Primary framework | Two-tier: Voting Interest Entity (VIE) model + Variable Interest Entity (VIE) model | Single principle-based control model | |
| 17 | | Structured entities / SPEs | Detailed VIE guidance (ASC 810-10-15) — entity is a VIE if equity at risk is insufficient or lacks decision-making rights | IFRS 10 structured entity concept (less prescriptive; applies the same three-element control test) | |
| 18 | | Majority voting threshold | >50% of voting interest → consolidate (absent other indicators) | Majority voting rights are one indicator of power; substantive potential voting rights also considered | |
| 19 | | Potential voting rights | Generally not considered unless currently exercisable | Substantive potential voting rights must be considered (IFRS 10.B38-B50) | |
| 20 | |
| 21 | ### 1.2 Variable Interest Entities (VIEs) — ASC 810-10-15 <!-- VIE: US GAAP term for an entity consolidated based on economic exposure rather than majority voting ownership --> |
| 22 | |
| 23 | An entity is a VIE if **any** of the following conditions is present (ASC 810-10-15-14): |
| 24 | |
| 25 | 1. The equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support. |
| 26 | 2. The equity holders lack the direct or indirect ability to make decisions about the entity's activities that most significantly impact its economic performance through voting rights or similar rights. |
| 27 | 3. The equity holders do not absorb the expected losses of the entity. |
| 28 | 4. The equity holders do not receive the expected residual returns of the entity. |
| 29 | |
| 30 | **Primary beneficiary test** (ASC 810-10-25-38): An enterprise is the primary beneficiary — and must consolidate — if it has **both**: |
| 31 | - **Power**: the ability to direct the activities of the VIE that most significantly impact its economic performance; AND |
| 32 | - **Losses/benefits**: the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. |
| 33 | |
| 34 | Note: There is no explicit numeric threshold in ASC 810 for VIE primary beneficiary determination — it is entirely judgment-based on power and economics. |
| 35 | |
| 36 | ### 1.3 IFRS 10 Control — Three-Element Test (IFRS 10.7) |
| 37 | |
| 38 | An investor controls an investee when it has **all three** of the following: |
| 39 | 1. **Power** over the investee (IFRS 10.10): existing rights that give the investor the current ability to direct the relevant activities (activities that significantly affect the investee's returns). |
| 40 | 2. **Exposure** to variable returns from its involvement with the investee (IFRS 10.15). |
| 41 | 3. **Ability** to use its power over the investee to affect the amount of the investor's returns (IFRS 10.17). |
| 42 | |
| 43 | **De-facto control** (IFRS 10.B41-B46): An investor may have power with less than a majority of voting rights if, considering the size and dispersion of other shareholders' holdings, the investor has the practical ability to direct the relevant activities unilaterally. |
| 44 | |
| 45 | **Substantive potential voting rights** (IFRS 10.B38-B50): When assessing control, consider potential voting rights only if they are substantive — i.e., the holder has a practical ability to exercise them (not merely a legal right without practical means). |
| 46 | |
| 47 | ### 1.4 Voting Interest Entities — US GAAP Majority Voting Model |
| 48 | |
| 49 | For entities that are not VIEs, ASC 810-10-15-8 applies the majority voting model: |
| 50 | - Consolidate when the parent owns, directly or indirectly, more than 50% of the voting stock. |
| 51 | - Exception: Effective control may be absent despite majority ownership |