Action Alert No. 07-39
September 27, 2007

NOTICE OF MEETINGS

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

No Board meetings are planned for the week of October 1, 2007. The next scheduled Board meeting is Wednesday, October 10, 2007, and will be announced in next week’s issue of Action Alert.

OPEN EDUCATION SESSION

Wednesday, October 3, 2007, 9:00 a.m.

The Board will hold an educational, non-decision-making session to discuss topics that are anticipated to be discussed at a future Board meeting. Those topics will be posted to the FASB calendar four days prior to the education session.

OPEN MEETING WITH THE AICPA PCPS TECHNICAL ISSUES COMMITTEE

Friday, October 5, 2007, 10:00 a.m.

The Board will meet with representatives of the AICPA Private Companies Practice Section Technical Issues Committee 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, FSP, or Statement 133 Implementation Issue.

September 19, 2007 Board Meeting

Subsequent events and going concern and liquidation basis of accounting. The Board decided to (a) remove both the subsequent events going concern and liquidation basis of accounting projects as separate projects from its agenda and (b) include them in the codification and retrieval project. The Board will discuss any changes to the guidance in the auditing literature that will appear in the codification at the next codification Board meeting.

Mergers and acquisitions by a not-for-profit organization. As part of the redeliberations of the October 2006 Exposure Draft, Not-for-Profit Organizations: Mergers and Acquisitions, the Board reached the following decisions:

  1. The Board decided that a merger is different from an acquisition and, therefore, a different accounting treatment for mergers would be appropriate. The Board agreed that the feature that distinguishes a merger is control—in a merger, the governing bodies of two or more not-for-profit organizations each cede control of those organizations, creating a new organization. In an acquisition, one organization obtains control over the net assets of another organization or business.

  2. The Board affirmed that the acquisition method should be required for acquisitions by not-for-profit organizations. The Board decided that the carryover method of accounting should be retained for mergers between not-for-profit organizations. The Board considered but rejected suggestions that it also permit use of the carryover method of accounting for acquisitions by smaller not-for-profit organizations.

  3. The Board directed the staff to draft a limited revision of the Exposure Draft to distinguish between a merger and an acquisition by a not-for-profit organization.

Conceptual framework: reporting entity. The Board discussed a revised draft of the Preliminary Views on the reporting entity. Specifically, the Board discussed how the staff incorporated Board member and other comments on the draft and whether any further issues needed consideration before proceeding with publication of the Preliminary Views.

The Board agreed that the revised draft responded appropriately to the comments received, subject to some minor clarifications. The Board also confirmed that there were no further issues to be discussed before proceeding with publication.

FASB DOCUMENT AVAILABLE

Proposed FSP SOP 94-3-a and AAG HCO-a, "Omnibus Changes to Consolidation and Equity Method Guidance for Not-for-Profit Organizations," was issued on September 27, 2007, and is available on the FASB website. Comments are requested by November 30, 2007.

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 10, 2007—FASB Board Meeting
Wednesday, October 10, 2007—FASB Education Session
Wednesday, October 17, 2007—FASB Board Meeting
Wednesday, October 17, 2007—FASB Education Session
Monday, October 22, 2007—FASB/IASB Joint Board Meeting, Norwalk, CT
Tuesday, October 23, 2007—FASB/IASB Joint Board Meeting, Norwalk, CT
Wednesday, October 24, 2007—FASB/IASB Joint Board Meeting, Norwalk, CT
Wednesday, October 31, 2007—FASB Board Meeting
Wednesday, October 31, 2007—FASB Education Session
Wednesday, November 7, 2007—FASB Board Meeting
Wednesday, November 7, 2007—FASB Education Session
Tuesday, November 13, 2007—Investors Technical Advisory Committee Meeting
Wednesday, November 14, 2007—FASB Board Meeting
Wednesday, November 14, 2007—FASB Education Session
Friday, November 16, 2007—Liaison Meeting with Chartered Financial Analysts Institute
Wednesday, November 21, 2007—FASB Board Meeting
Wednesday, November 21, 2007—FASB Education Session
Wednesday, November 28, 2007—FASB Board Meeting
Thursday, November 29, 2007—Emerging Issues Task Force Meeting