1.4 Key Differences Between the Voting Interest Entity Model and the VIE Model
The following table compares key concepts under
the voting interest entity model and the VIE model:
Table
1-1 Differences Between the Voting Interest Entity Model and the VIE
Model
Concept
|
Voting Interest Entity Model
|
VIE Model
|
---|---|---|
Definition of a controlling financial
interest
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For legal entities other than limited
partnerships (and similar entities), the usual condition for
consolidation is ownership of a majority voting interest.
For limited partnerships (and similar
entities), the usual condition for consolidation is
ownership of a majority of the limited partnership’s
kick-out rights.
However, for all legal entities, control may
not rest with the majority owner if certain conditions
exist.
|
A reporting entity has a controlling
financial interest if it has both of the following
characteristics: (1) the power to direct the activities of
the entity that most significantly affect the entity’s
economic performance and (2) the obligation to absorb losses
of the entity that could potentially be significant to the
entity or the right to receive benefits from the entity that
could potentially be significant to the entity.
Under the VIE model (unlike the voting
interest entity model), a broader list of activities is
typically considered in the determination of which party, if
any, should consolidate.
|
Impact of related parties
|
Related parties and de facto agents are not
considered.
|
Related parties, including de facto agents,
must be considered. The identification of related parties
can have a significant impact on the consolidation analysis,
including potentially requiring one of the related parties
to consolidate even though the reporting entity, on its own,
does not have a controlling financial interest. See
Section 8.3 for a discussion of how related
parties affect the analysis under the VIE model.
|
Participating rights — definition
|
Participating rights allow the limited
partners or noncontrolling shareholders to block or
participate in certain significant financial and operating
decisions of the limited partnership or the corporation that
are made in the ordinary course of business.
An owner of a majority voting interest will
be precluded from consolidating if a noncontrolling
shareholder or limited partner has a substantive
participating right in certain (but not all) significant
financial and operating decisions that occur as part of the
ordinary course of the investee’s business.
In addition, the voting interest definition
is used for limited partnerships (and similar entities) in
the determination of whether the partnership is a VIE.
|
Participating rights provide the ability to
block or participate in the actions through which an entity
exercises the power to direct the activities of a VIE that
most significantly affect the VIE’s economic performance. To
have a substantive participating right in determining
whether a limited partnership or similar entity is a VIE,
the limited partners must participate in certain significant
financial and operating decisions that occur as part of the
ordinary course of the limited partnership’s business in a
manner similar to their participation under the voting
interest entity model.
However, to be a substantive participating
right and preclude another party from controlling, the right
must be held by a single reporting entity and unilaterally
exercisable relative to the activities that most
significantly affect the economic performance of the VIE.
|
Forward starting rights and potential voting
rights
|
Only existing voting rights are considered
in the analysis of which party has a controlling financial
interest.
Potential voting rights are not considered
until they are currently held unless they are deemed to be
held because of a nonsubstantive exercise or purchase price
and there are no significant decisions in the ordinary
course of business that will be made before the potential
voting right is exercisable. See Section D.1.4.
|
Since the evaluation of economic
performance, and therefore determining which reporting
entity has power over the activities that most significantly
affect the VIE’s economic performance, takes into account
the life of the legal entity, forward starting rights are
considered in the primary-beneficiary determination.
In addition, forward starting rights as a
result of a contingent event should be evaluated in the
determination of whether the contingency initiates or
results in a change in power and, for the latter, whether
the contingency is substantive. See Section
7.2.10.
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Disclosures
|
The required disclosures for consolidated
subsidiaries are limited, including disclosures related to
consolidated subsidiaries that are not wholly owned.
|
In addition to the general disclosures
required for consolidated voting interest entities, there
are specific VIE disclosures for consolidated and
unconsolidated VIEs. See Section 11.2.
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