Action Alert No. 06-40
October 5, 2006

NOTICE OF MEETINGS

OPEN BOARD MEETING
(Board meetings are available by audio webcast and telephone.)

[Revised 10/09/06] Wednesday, October 11, 2006, 9:00 a.m.

  1. [Revised 10/09/06] Fair value option was removed from agenda.

  2. Accounting for depreciable assets classified as held for sale when an equity method investment is obtained (estimated 30-minute discussion). The Board will discuss whether to issue a proposed FSP addressing the accounting for depreciable assets classified as held for sale when an equity method investment is obtained.

  3. Participating securities (estimated 15-minute discussion). The Board will discuss whether to issue a proposed FSP addressing whether instruments granted in share-based payment transactions are participating securities prior to vesting and therefore need to be included in basic earnings per share using the two-class method described in paragraphs 60 and 61 of FASB Statement No. 128, Earnings per Share.

  4. Open discussion. If necessary, the Board will allow time to discuss minor issues with staff members on technical projects or administrative matters. Those discussions are held following regular Board meetings as topics come up.

OPEN EDUCATION SESSIONS

Wednesday, October 11, 2006, following the Board meeting
Thursday, October 12, 2006, 8:00 a.m.

The Board will hold educational, non-decision-making sessions to discuss topics that are anticipated to be discussed at the October 18, 2006 Board meeting and other future Board meetings. Those topics will be posted to the FASB calendar four days prior to the education sessions.

OPEN MEETING WITH REPRESENTATIVES OF THE CFA INSTITUTE

Tuesday, October 17, 2006, 1:00 p.m.

The Board will meet with representatives of the Corporate Disclosure Policy Committee of the CFA Institute to discuss matters of mutual interest.

BOARD ACTIONS

The Board Actions are provided for the information and convenience of constituents who want to follow the Board’s deliberations. All of the conclusions reported are tentative and may be changed at future Board meetings. Decisions are included in an Exposure Draft for formal comment only after a formal written ballot. Decisions in an Exposure Draft may be (and often are) changed in redeliberations based on information provided to the Board in comment letters, at public roundtable discussions, and through other communication channels. Decisions become final only after a formal written ballot to issue a final Statement, Interpretation, or FSP.

September 27, 2006 Board Meeting

Conceptual framework. The Board discussed (1) issues related to Phase D, Reporting Entity, and (2) options over assets, which is related to Phase B, Elements and Recognition. The Board planned to discuss the Canadian staff analysis of the IASB Discussion Paper, Measurement Bases for Financial Accounting—Measurement on Initial Recognition, but rescheduled discussions to October 4, 2006, due to time constraints.

Reporting Entity

Concerning reporting entity, the Board discussed a range of issues relating to (1) individual reporting entity, (2) group reporting entity, and (3) control issues. The Board’s decisions are summarized below.

Individual reporting entity

The Board had previously agreed (December 2005) that the reporting entity concept should not specify which entities should be required to prepare general purpose external financial reports. Rather, an entity that chooses to, or is required to, prepare general purpose external financial reports would be a reporting entity. Also, the Board had previously agreed (April 2006) that what constitutes an entity for financial reporting purposes should not be limited to legal entities. Hence, legal existence is a sufficient condition for determining that an entity exists, but is not a necessary condition. Rather, an entity includes other types of arrangements or organizational structures, which could be broadly described as a circumscribed area of economic interest. Examples include a company, trust, partnership, association, sole proprietorship, natural person, and, in some circumstances, a branch or segment.

The Board agreed that the conceptual framework should describe what constitutes an entity for the purposes of financial reporting, along the lines set out above, but should not define it.

Group reporting entity

A majority of the Board agreed that the parent entity and the group entity should be regarded as being one and the same entity. Under this approach, the subsidiaries are regarded as being part of the parent for purposes of the parent entity’s financial reporting. The consolidated financial statements present information about a different set of assets and liabilities than the set of assets and liabilities that appear in the parent-only financial statements. Other members prefer a multiple entities approach in which different combinations of entities within a controlled group are, in concept, viewed as different reporting entities. For example, if a group consists of a parent and one subsidiary, there are potentially three reporting entities: the parent entity, the subsidiary entity, and the group entity.

A majority of the Board also agreed that a revised controlling entity model should be used to determine the composition of a group entity, whereby the group comprises the controlling entity (the parent) and all other entities under its control. Under this model, the largest possible group consists of the ultimate parent and all entities under its control (including both subsidiaries under its direct control and lower-level subsidiaries under its indirect control). It also would be possible to prepare general purpose external financial reports for a subgroup of entities that are part of the larger group provided the lower-level parent of the subgroup is included. For example, a subgroup might comprise an intermediate parent and that entity’s subsidiaries. However, combinations involving entities outside the larger group would be precluded. In other words, control is the unifying factor, and therefore a group entity may only consist of a parent entity and other entities under its control. Hence, if an entity was combined with another entity that was not controlled by the first entity, the resulting combined financial statements could not be described as general purpose external financial reports prepared in accordance with U.S. GAAP. Other Board members prefer a common control model, whereby control is the unifying factor that determines when two or more entities may be combined together into a group reporting entity. Under this approach, two sister entities may be combined as a group reporting entity without their parent as long as they have a unifying parent.

Control issues

The Board previously agreed (April 2006) that control should be defined at the concepts level, and that it should contain both (1) a power element and (2) a benefits element, with a link between the two. At this meeting, the Board also agreed that:

  1. Control over another is based on an assessment of all the present facts and circumstances. Therefore, the concept of control does not exclude situations in which control exists but it might be temporary.

  2. The control concept should not be limited to circumstances in which the entity has sufficient voting rights or other legal rights to direct the financing and operating policies of another entity, but it should be a broad concept that encompasses economically similar circumstances.

  3. Control cannot be shared, that is, control involves one entity (not multiple entities) having control over another entity.

The Board also discussed the relationship between the control concept and situations in which (1) two or more entities collectively have joint control of a joint venture and (2) an entity has significant influence over another entity. The Board agreed that because control involves one entity (not multiple entities) having control over another entity, an individual venturer does not have control over the joint venture. Similarly, the fact that an entity has significant influence over another entity does not mean it has control over that other entity.

It was noted that the views of individual FASB members on the package of reporting entity issues are similar in many but not all respects and that at present the FASB and IASB have not reached a common set of preliminary views on all of the reporting entity decisions reached. Thus, the staff was asked to consider the implications of differences in Board member views on an initial discussion document, in particular, whether common preliminary views might be achieved or whether the Boards might instead seek constituent input on alternative approaches.

Options over Assets

Concerning an option over an asset, the Board decided that the asset is the entity's present right to the contractual promise to deliver the subject matter of the contract if the option is exercised. The IASB Board reached a similar conclusion at its September 2006 meeting.

Amendment of FSP FAS 123(R)-1. The Board discussed the comments received on proposed FSP FAS 123(R)-e, "Amendment of FASB Staff Position FAS 123(R)-1," and approved that FSP for final issuance. The FSP will clarify the classification guidance in FSP FAS 123(R)-1, "Classification and Measurement of Freestanding Financial Instruments Originally Issued in Exchange for Employee Services under FASB Statement No. 123(R)." The Board directed the staff to proceed to a draft of a final FSP for vote by written ballot.

FASB EXPOSURE DRAFTS EXPECTED

On or about October 9, 2006, the Board expects to post the following two Exposure Drafts of proposed Statements to its website. The deadline for comments is expected to be January 29, 2007.

  1. Exposure Draft, Not-for-Profit Organizations: Mergers and Acquisitions

  2. Exposure Draft, Not-for-Profit Organizations: Goodwill and Other Intangible Assets Acquired in a Merger or Acquisition.

FUTURE OPEN MEETINGS

The following is a list of open meetings tentatively scheduled through November. Because schedules may change, please check the FASB calendar before finalizing your plans. Revisions to this list since the last issue of Action Alert are highlighted in bold.

Wednesday, October 18, 2006—FASB Board Meeting
Wednesday, October 18, 2006—FASB Education Session
Monday, October 23, 2006—FASB/IASB Joint Board Meeting, Norwalk, CT
Tuesday, October 24, 2006—FASB/IASB Joint Board Meeting, Norwalk, CT
Wednesday, October 25, 2006—FASB Board Meeting
Wednesday, November 1, 2006—FASB Board Meeting
Wednesday, November 1, 2006—FASB Education Session
Tuesday, November 7, 2006—Liaison Meeting with National Investors Relations Institute
Wednesday, November 8, 2006—FASB Board Meeting
Wednesday, November 8, 2006—FASB Education Session
Wednesday, November 15, 2006—FASB Board Meeting
Wednesday, November 15, 2006—FASB Education Session
Wednesday, November 15, 2006—p.m., Emerging Issues Task Force Meeting
Thursday, November 16, 2006—Emerging Issues Task Force Meeting
Tuesday, November 21, 2006—FASB Board Meeting
Tuesday, November 21, 2006—FASB Education Session
Wednesday, November 29, 2006—FASB Board Meeting
Wednesday, November 29, 2006—FASB Education Session