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What's the issue?
Private operating companies seeking a ‘fast track’ stock exchange listing sometimes arrange to be acquired by a smaller listed company (often described as a ‘shell’ company). This usually involves the listed shell company issuing its shares to the private company shareholders in exchange for their shares in the private operating company. A transaction in which a company with substantial operations (‘operating company’) arranges to be acquired by a listed shell company should be analysed to determine how it should be accounted for under IFRS.
The ‘Insights into IFRS 3 – Reverse acquisitions explained’ article introduces situations in which mergers and acquisitions are accounted for as reverse acquisitions and how they should be accounted for – either as a business combination under IFRS 3 ‘Business Combinations’ or as an asset acquisition (if what is being acquired is not a business). This IFRS Viewpoint sets out the accounting issues related to reverse acquisitions that are out of the scope of IFRS 3.
Our ‘IFRS Viewpoint’ series provides insights from our global IFRS team on applying IFRS in challenging situations. Each edition focuses on an area where the Standards have proved difficult to apply or lack guidance.