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TO REVERSE OR NOT TO REVERSE

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Introduction

IFRS 3 – Business Combinations was initially issued by the IASB in March 2004 and its US GAAP equivalent, SFAS 141 – Business Combinations, was issued in June 2001. These two standards have now been substantially revised in terms of the first ever joint project between the IASB and the FASB. The FASB issued its revised version of SFAS 141 on 4 December 2007 and, the IASB issued its revised version of IFRS 3 on 10 January 2008.

When accounting for business combinations, it seems that a common misconception exists that the acquirer is the legal parent and the acquiree is, the legal subsidiary. Although IFRS 3 (issued 2004) did contain some guidance on how to determine the acquirer in a business combination, IFRS 3 (revised 2008) now incorporates the SFAS 141 requirements to provide clearer principles and methodology of identifying the acquirer.

The purpose of this article is to inform the reader of when and how to distinguish between applying regular purchase method accounting (now referred to as the “acquisition method”) and the reverse acquisition methodology when business combinations are effected through the exchange of shares. In so doing, the author highlights the importance of reverse acquisition accounting and illustrates the practical implications of its application.

When to apply the reverse acquisition method under IFRS 3

IFRS 3 (para. 6) requires the identification of the “acquirer” in a business combination. The acquirer is defined in IFRS 3 Appendix A as “the entity that obtains control [as defined in IAS 27] of the acquiree”.

Ordinarily, one would apply company law principles to determine the acquirer, and the combination would be looked at from the perspective of the entity providing the consideration, i.e. issuing the equity shares. In so doing, when one company acquires a majority share in another company through a share exchange, the acquirer would be the legal parent providing the consideration and therefore the company that owns more than 50% of the shares (and voting rights) in the acquiree (the legal subsidiary) after the purchase transaction has been effected.

IFRS 3 (para. B14) states that, if the business combination is effected primarily by transferring cash or other assets or by incurring liabilities, the acquirer is usually the entity that transfers the cash or other assets or incurs the liabilities. However, if the combination is effected primarily by exchanging equity interests, the acquirer is not necessarily the entity that issues its equity interests. In such a case, IFRS 3 requires one to apply a look-through approach in order to transcend the legal form to reflect the economic substance of the transactions. Consequently, we no longer examine “control” from the point of view of the separate legal entities post acquisition. Instead, we look at the composition of the shareholders and directors of the combined entity post acquisition to determine which of the combining entities has, as a consequence of the combination, the power to govern the financial and operating policies of the other, so as to obtain benefits from its activities (IFRS 3 para. BC96). IFRS 3 (para. B15) states that in examining the combined entity on an exchange of equity interests the acquirer will be, in most cases:

  • the entity whose owners before the business combination, as a group, retain the largest portion of the voting rights in the combined entity, or
  • if there is no owner or group of owners that has a significant voting interest in the combining entity, the entity whose single owner or large organised group of owners that holds the largest portion of the minority voting rights in the combined entity, or
  • the entity whose owners before the business combination, have the ability to appoint or remove the majority of the board of directors of the combined entity, or
  • the entity whose management before the business combination, dominates the majority of the board of directors of the combined entity, or
  • the entity that pays a premium over the precombination fair value of the equity interests of the other combining entity(ies).

IFRS 3 therefore envisages situations where the legal subsidiary’s shareholders effectively control the combined group, even though the other party is the legal parent. One example of such a situation is where a well-established unlisted trading company arranges for itself to be acquired by a listed company with little or no business (referred to as a “cash shell”). As part of the agreement, the listed company’s previous directors resign and are replaced with directors appointed by the unlisted company and its former shareholders. Another example could be where a new company is incorporated that then issues equity shares to the shareholders of two or more combining entities in terms of a restructuring. In the first example, although legally the listed company is regarded as the parent, if either of the abovementioned criteria is met, the acquirer will be the legal subsidiary. In the second example, should the aforementioned criteria be applicable, one of the combining entities will be regarded as the acquirer.

Applying reverse acquisition accounting

The treatment of IFRS 3 is based on the argument of substance over form. Essentially, transactions that result in the shareholders and directors being shifted from one legal entity to another for legal, tax or other business considerations should not result in the acquirer being the entity that issues shares to effect the business combination. Instead, accounting for the business combination needs to reflect the continuation of the legal subsidiary’s financial statements and the acquisition by it of the legal parent.

The consolidation procedures prescribed by IFRS 3 B19-B22 are best illustrated by means of the following example:

 

Example (Adapted from IFRS 3)

On 30 September 2007, A Ltd issues 2.5 shares in exchange for each ordinary share of B. All of B’s

shareholders exchange their shares in B Ltd. Therefore, A Ltd issues 150 ordinary shares in exchange for all 60 ordinary shares of B Ltd.

The fair value of each ordinary share of B Ltd at 30 September 2007 is R40. The quoted market price of A Ltd’s ordinary shares at that date was R16 per share.

The fair value of A Ltd’s identifiable assets and liabilties as at 30 September 2007 were the same as their carrying amounts, with the exception of fthe ixed assets, whose value was R1,500 at this date.

The ordinary shares of both companies have a par value of R1 per share

 

Balance sheets as at 30 September 2007 after the business combination

 

A Ltd

 

B Ltd

 

R

 

R

 

Assets

 

Fixed assets

 

     1,300

 

     3,000

 

Investment in subsidiary

 

     2,400

 

Current assets

 

        500

 

        700

 

Total assets

 

     4,200

 

     3,700

 

Equity and liabiltiies

 

Capital and reserves

 

     3,500

 

     2,000

 

– Share capital

 

        250

 

          60

 

– Share premium

 

     2,450

 

        540

 

– Retained earnings

 

        800

 

     1,400

 

Non-current liabilities

 

        400

 

     1,100

 

Current liabilities

 

        300

 

        600

 

Total equity and liabiltiies

 

     4,200

 

     3,700

 

 

The share capital of the companies are comprised as follows:

Number of

 

Share

 

Share

 

shares

 

capital

 

premium

 

R

 

R

 

Issued on incorporation

 

– A Ltd

 

          100

 

        100

 

        200

 

– B Ltd

 

            60

 

          60

 

        540

 

Issued on 30 September 2007

 

– A Ltd

 

          150

 

        150

 

     2,250

 

– B Ltd

 

             –

 

          –

 

          –

 

 

Reverse acquisition accounting applies the purchase method principles but requires the following step by step approach.

Step 1: Determine the percentage holdings

The percentages owned by the respective former shareholders of the combining entities in the new group must be calculated. In the illustration above, this would be 150 shares to B Ltd former shareholders, and 100 shares to A Ltd shareholders. Thus, B Ltd shareholders own 60% of the combined entity’s existing shares.

Step 2: Calculate the cost of investment

The cost of investment is calculated as follows:

  1. Work out the number of shares that the legal subsidiary (ie the acquirer) would hypothetically have to issue to result in the respective group ownership calculated in step 1.

In the illustration B Ltd would need to issue a further 40 shares to A Ltd shareholders to give a 60%/40% split of the group shares.

  1. The cost of investment is then the hypothetical number of shares multiplied by the legal subsidiary’s share price.

In the illustration this would be 40 shares × R40/share = R1,600.

The cost of acquisition, is recorded in the legal subsidiary (B Ltd’s) books as a pro-forma consolidation entry as follows:

 

Dr

 

 Investment in parent

 

     1,600

 

Cr

 

 Reverse acquisition reserve

 

     1,600

 

 

It should be noted that if using the fair value of A Ltd’s share price to measure the consideration effectively transferred is more reliable (eg. A Ltd’s shares are listed and B Ltd’s are not), then the more reliable measure should be used. In that case, the fair value of the consideration effectively transferred by B Ltd is calculated but based on the value of A Ltd’s shares.  To do this, one would need to determine how many shares in the combined entity (using A Ltd’s shares) are held by A Ltd’s shareholders. A Ltd’s shareholders

hold 100 of 250 issued shares. Therefore the consideration would be measured at R1,600 (100 shares x R16).

Step 3: Calculate Goodwill

Goodwill is measured as the excess of the cost of the business combination over the net fair value of A Ltd’s identifiable assets and liabilities as follows:

 

R

 

Cost of the business combination

 

        1,600

 

Fair value of A Ltd’s net assets acquired:

 

1,300

 

– Carrying amount of net assets
(R2,900-R1,800)

 

1,100

 

– Fair value adjustment to fixed assets
(R1,500 -R1,300)

 

200

 

Goodwill

 

           300

 

 

Step 4: Consolidation entries

A Ltd

 

B Ltd

 

 Reverse

 

 Elimination of

 

 Equity

 

 Total

 

 acquisition

 

 shareholders’

 

 structure

 

 investment

 

interest

 

 adjustment

 

R

 

R

 

 R

 

 R

 

 R

 

 R

 

Assets

 

Goodwill

 

 

               300

 

300

 

Fixed assets

 

1,300

 

3,000

 

               200

 

4,500

 

Investment in subsidiary

 

2,400

 

     1,600

 

           (4,000)

 

 

Current assets

 

500

 

700

 

1,200

 

Total assets

 

4,200

 

3,700

 

     1,600

 

           (3,500)

 

             –

 

6,000

 

Equity and liabiltiies

 

Capital and reserves

 

3,500

 

2,000

 

     1,600

 

           (3,500)

 

             –

 

3,600

 

– Share capital

 

250

 

60

 

              (250)

 

           190

 

250

 

– Share premium

 

2,450

 

540

 

           (2,450)

 

        1,310

 

1,850

 

– Reverse acquisition reserve

 

     1,600

 

       (1,500)

 

100

 

– Retained earnings

 

800

 

1,400

 

              (800)

 

1,400

 

 

Non-current liabilities

 

400

 

1,100

 

1,500

 

Current liabilities

 

300

 

600

 

900

 

Total equity and liabiltiies

 

4,200

 

3,700

 

     1,600

 

           (3,500)

 

             –

 

6,000

 

 

* Note that the equity structure appearing in the consolidated financial statements (i.e. the number and type of shares issued) must reflect the equity structure of the legal parent, including the equity instruments issued by the legal parent to effect the combination. Thus, a further adjustment is made between to increase share capital and share premium to reflect the legal capital structure of A Ltd (the legal parent) and the balancing entry is charged to the reverse acquisition reserve.

Practical implications

It should be noted that the reverse acquisition method is not the same as the pooling of interests or merger accounting methods. These methods are no longer allowed under SA GAAP, IFRS or US GAAP and are permitted under UK GAAP only in exceptional circumstances. Instead, the reverse acquisition method is an application of the purchase method of accounting from the perspective of the legal subsidiary rather than the legal parent.

Auditors and financial directors should therefore be aware of the existence of reverse acquisition accounting and understand when and how it should be applied. It could be applicable in the accounting for many corporate finance transactions, such as new listings on stock exchanges or other reconstructions. The ensuing financial statements would be materially incorrect should the acquirer be determined incorrectly. Consequently, practitioners should at least consider whether reverse acquisition accounting is applicable, instead of simply assuming that the acquirer is the legal parent providing the consideration for the business combination.

Finally, in situations where a trading subsidiary is acquired by a listed cash shell, applying reverse acquisition accounting would mean that the fair value of the identifiable net assets for the legal parent would need to be determined, obviating the need to value the net assets of the subsidiary for the purposes of the business combination. This could have tremendous time and cost savings.

Summary and conclusion

This article has brought to attention the revised guidance in determining the acquirer in a business combination. It is based on the premise that the business combination needs to reflect the economic substance over the legal form of the transaction. Although legally the parent is the party that issues the purchase consideration, IFRS 3 requires the combined entity after the business combination to be examined. Should the shareholders and directors of the legal subsidiary prior to the combination control the combined entity, the acquirer is deemed to be the legal subsidiary rather than the legal parent.

This article points out that it is imperative that reverse acquisition accounting be considered when determining the initial accounting for a business combination. Under IFRS 3, failure to do so would result in materially incorrect consolidated accounts.

References:

  1. International Accounting Standards Board (IASB). 2004. IFRS 3: Business Combinations, Issued March 2004. London: IASB.
  2. International Accounting Standards Board (IASB). 2008. IFRS 3: Business Combinations, Issued January 2008. London: IASB.
  3. PricewaterhouseCoopers. 2007. Manual of Accounting – IFRS for the UK 2007, Kingston-upon-Thames: CCH Wolters Kluwer,
  4. Teixeira, A. Senior project manager at the IASB, London. 2007. Correspondence: 7 December 2007, email address: ateixeira@iasb.org.uk.

Zwi Sacho, BCompt (Cum Laude), BCompt Hons (Cum Laude), MCompt, CA(SA), ACA (UK) is a corporate finance executive at Lopian Gross Barnett & Co in Manchester, UK.

 

TO REVERSE OR NOT TO REVERSE

 

Introduction

IFRS 3 – Business Combinations was initially issued by the IASB in March 2004 and its US GAAP equivalent, SFAS 141 – Business Combinations, was issued in June 2001. These two standards have now been substantially revised in terms of the first ever joint project between the IASB and the FASB. The FASB issued its revised version of SFAS 141 on 4 December 2007 and, the IASB issued its revised version of IFRS 3 on 10 January 2008.

When accounting for business combinations, it seems that a common misconception exists that the acquirer is the legal parent and the acquiree is, the legal subsidiary. Although IFRS 3 (issued 2004) did contain some guidance on how to determine the acquirer in a business combination, IFRS 3 (revised 2008) now incorporates the SFAS 141 requirements to provide clearer principles and methodology of identifying the acquirer.

The purpose of this article is to inform the reader of when and how to distinguish between applying regular purchase method accounting (now referred to as the “acquisition method”) and the reverse acquisition methodology when business combinations are effected through the exchange of shares. In so doing, the author highlights the importance of reverse acquisition accounting and illustrates the practical implications of its application.

When to apply the reverse acquisition method under IFRS 3

IFRS 3 (para. 6) requires the identification of the “acquirer” in a business combination. The acquirer is defined in IFRS 3 Appendix A as “the entity that obtains control [as defined in IAS 27] of the acquiree”.

Ordinarily, one would apply company law principles to determine the acquirer, and the combination would be looked at from the perspective of the entity providing the consideration, i.e. issuing the equity shares. In so doing, when one company acquires a majority share in another company through a share exchange, the acquirer would be the legal parent providing the consideration and therefore the company that owns more than 50% of the shares (and voting rights) in the acquiree (the legal subsidiary) after the purchase transaction has been effected.

IFRS 3 (para. B14) states that, if the business combination is effected primarily by transferring cash or other assets or by incurring liabilities, the acquirer is usually the entity that transfers the cash or other assets or incurs the liabilities. However, if the combination is effected primarily by exchanging equity interests, the acquirer is not necessarily the entity that issues its equity interests. In such a case, IFRS 3 requires one to apply a look-through approach in order to transcend the legal form to reflect the economic substance of the transactions. Consequently, we no longer examine “control” from the point of view of the separate legal entities post acquisition. Instead, we look at the composition of the shareholders and directors of the combined entity post acquisition to determine which of the combining entities has, as a consequence of the combination, the power to govern the financial and operating policies of the other, so as to obtain benefits from its activities (IFRS 3 para. BC96). IFRS 3 (para. B15) states that in examining the combined entity on an exchange of equity interests the acquirer will be, in most cases:

  • the entity whose owners before the business combination, as a group, retain the largest portion of the voting rights in the combined entity, or
  • if there is no owner or group of owners that has a significant voting interest in the combining entity, the entity whose single owner or large organised group of owners that holds the largest portion of the minority voting rights in the combined entity, or
  • the entity whose owners before the business combination, have the ability to appoint or remove the majority of the board of directors of the combined entity, or
  • the entity whose management before the business combination, dominates the majority of the board of directors of the combined entity, or
  • the entity that pays a premium over the precombination fair value of the equity interests of the other combining entity(ies).

IFRS 3 therefore envisages situations where the legal subsidiary’s shareholders effectively control the combined group, even though the other party is the legal parent. One example of such a situation is where a well-established unlisted trading company arranges for itself to be acquired by a listed company with little or no business (referred to as a “cash shell”). As part of the agreement, the listed company’s previous directors resign and are replaced with directors appointed by the unlisted company and its former shareholders. Another example could be where a new company is incorporated that then issues equity shares to the shareholders of two or more combining entities in terms of a restructuring. In the first example, although legally the listed company is regarded as the parent, if either of the abovementioned criteria is met, the acquirer will be the legal subsidiary. In the second example, should the aforementioned criteria be applicable, one of the combining entities will be regarded as the acquirer.

Applying reverse acquisition accounting

The treatment of IFRS 3 is based on the argument of substance over form. Essentially, transactions that result in the shareholders and directors being shifted from one legal entity to another for legal, tax or other business considerations should not result in the acquirer being the entity that issues shares to effect the business combination. Instead, accounting for the business combination needs to reflect the continuation of the legal subsidiary’s financial statements and the acquisition by it of the legal parent.

The consolidation procedures prescribed by IFRS 3 B19-B22 are best illustrated by means of the following example:

 

Example (Adapted from IFRS 3)

On 30 September 2007, A Ltd issues 2.5 shares in exchange for each ordinary share of B. All of B’s

shareholders exchange their shares in B Ltd. Therefore, A Ltd issues 150 ordinary shares in exchange for all 60 ordinary shares of B Ltd.

The fair value of each ordinary share of B Ltd at 30 September 2007 is R40. The quoted market price of A Ltd’s ordinary shares at that date was R16 per share.

The fair value of A Ltd’s identifiable assets and liabilties as at 30 September 2007 were the same as their carrying amounts, with the exception of fthe ixed assets, whose value was R1,500 at this date.

The ordinary shares of both companies have a par value of R1 per share

 

Balance sheets as at 30 September 2007 after the business combination

 

A Ltd

 

B Ltd

 

R

 

R

 

Assets

 

Fixed assets

 

     1,300

 

     3,000

 

Investment in subsidiary

 

     2,400

 

Current assets

 

        500

 

        700

 

Total assets

 

     4,200

 

     3,700

 

Equity and liabiltiies

 

Capital and reserves

 

     3,500

 

     2,000

 

– Share capital

 

        250

 

          60

 

– Share premium

 

     2,450

 

        540

 

– Retained earnings

 

        800

 

     1,400

 

Non-current liabilities

 

        400

 

     1,100

 

Current liabilities

 

        300

 

        600

 

Total equity and liabiltiies

 

     4,200

 

     3,700

 

 

The share capital of the companies are comprised as follows:

Number of

 

Share

 

Share

 

shares

 

capital

 

premium

 

R

 

R

 

Issued on incorporation

 

– A Ltd

 

          100

 

        100

 

        200

 

– B Ltd

 

            60

 

          60

 

        540

 

Issued on 30 September 2007

 

– A Ltd

 

          150

 

        150

 

     2,250

 

– B Ltd

 

             –

 

          –

 

          –

 

 

Reverse acquisition accounting applies the purchase method principles but requires the following step by step approach.

Step 1: Determine the percentage holdings

The percentages owned by the respective former shareholders of the combining entities in the new group must be calculated. In the illustration above, this would be 150 shares to B Ltd former shareholders, and 100 shares to A Ltd shareholders. Thus, B Ltd shareholders own 60% of the combined entity’s existing shares.

Step 2: Calculate the cost of investment

The cost of investment is calculated as follows:

  1. Work out the number of shares that the legal subsidiary (ie the acquirer) would hypothetically have to issue to result in the respective group ownership calculated in step 1.

In the illustration B Ltd would need to issue a further 40 shares to A Ltd shareholders to give a 60%/40% split of the group shares.

  1. The cost of investment is then the hypothetical number of shares multiplied by the legal subsidiary’s share price.

In the illustration this would be 40 shares × R40/share = R1,600.

The cost of acquisition, is recorded in the legal subsidiary (B Ltd’s) books as a pro-forma consolidation entry as follows:

 

Dr

 

 Investment in parent

 

     1,600

 

Cr

 

 Reverse acquisition reserve

 

     1,600

 

 

It should be noted that if using the fair value of A Ltd’s share price to measure the consideration effectively transferred is more reliable (eg. A Ltd’s shares are listed and B Ltd’s are not), then the more reliable measure should be used. In that case, the fair value of the consideration effectively transferred by B Ltd is calculated but based on the value of A Ltd’s shares.  To do this, one would need to determine how many shares in the combined entity (using A Ltd’s shares) are held by A Ltd’s shareholders. A Ltd’s shareholders

hold 100 of 250 issued shares. Therefore the consideration would be measured at R1,600 (100 shares x R16).

Step 3: Calculate Goodwill

Goodwill is measured as the excess of the cost of the business combination over the net fair value of A Ltd’s identifiable assets and liabilities as follows:

 

R

 

Cost of the business combination

 

        1,600

 

Fair value of A Ltd’s net assets acquired:

 

1,300

 

– Carrying amount of net assets
(R2,900-R1,800)

 

1,100

 

– Fair value adjustment to fixed assets
(R1,500 -R1,300)

 

200

 

Goodwill

 

           300

 

 

Step 4: Consolidation entries

A Ltd

 

B Ltd

 

 Reverse

 

 Elimination of

 

 Equity

 

 Total

 

 acquisition

 

 shareholders’

 

 structure

 

 investment

 

interest

 

 adjustment

 

R

 

R

 

 R

 

 R

 

 R

 

 R

 

Assets

 

Goodwill

 

 

               300

 

300

 

Fixed assets

 

1,300

 

3,000

 

               200

 

4,500

 

Investment in subsidiary

 

2,400

 

     1,600

 

           (4,000)

 

 

Current assets

 

500

 

700

 

1,200

 

Total assets

 

4,200

 

3,700

 

     1,600

 

           (3,500)

 

             –

 

6,000

 

Equity and liabiltiies

 

Capital and reserves

 

3,500

 

2,000

 

     1,600

 

           (3,500)

 

             –

 

3,600

 

– Share capital

 

250

 

60

 

              (250)

 

           190

 

250

 

– Share premium

 

2,450

 

540

 

           (2,450)

 

        1,310

 

1,850

 

– Reverse acquisition reserve

 

     1,600

 

       (1,500)

 

100

 

– Retained earnings

 

800

 

1,400

 

              (800)

 

1,400

 

 

Non-current liabilities

 

400

 

1,100

 

1,500

 

Current liabilities

 

300

 

600

 

900

 

Total equity and liabiltiies

 

4,200

 

3,700

 

     1,600

 

           (3,500)

 

             –

 

6,000

 

 

* Note that the equity structure appearing in the consolidated financial statements (i.e. the number and type of shares issued) must reflect the equity structure of the legal parent, including the equity instruments issued by the legal parent to effect the combination. Thus, a further adjustment is made between to increase share capital and share premium to reflect the legal capital structure of A Ltd (the legal parent) and the balancing entry is charged to the reverse acquisition reserve.

Practical implications

It should be noted that the reverse acquisition method is not the same as the pooling of interests or merger accounting methods. These methods are no longer allowed under SA GAAP, IFRS or US GAAP and are permitted under UK GAAP only in exceptional circumstances. Instead, the reverse acquisition method is an application of the purchase method of accounting from the perspective of the legal subsidiary rather than the legal parent.

Auditors and financial directors should therefore be aware of the existence of reverse acquisition accounting and understand when and how it should be applied. It could be applicable in the accounting for many corporate finance transactions, such as new listings on stock exchanges or other reconstructions. The ensuing financial statements would be materially incorrect should the acquirer be determined incorrectly. Consequently, practitioners should at least consider whether reverse acquisition accounting is applicable, instead of simply assuming that the acquirer is the legal parent providing the consideration for the business combination.

Finally, in situations where a trading subsidiary is acquired by a listed cash shell, applying reverse acquisition accounting would mean that the fair value of the identifiable net assets for the legal parent would need to be determined, obviating the need to value the net assets of the subsidiary for the purposes of the business combination. This could have tremendous time and cost savings.

Summary and conclusion

This article has brought to attention the revised guidance in determining the acquirer in a business combination. It is based on the premise that the business combination needs to reflect the economic substance over the legal form of the transaction. Although legally the parent is the party that issues the purchase consideration, IFRS 3 requires the combined entity after the business combination to be examined. Should the shareholders and directors of the legal subsidiary prior to the combination control the combined entity, the acquirer is deemed to be the legal subsidiary rather than the legal parent.

This article points out that it is imperative that reverse acquisition accounting be considered when determining the initial accounting for a business combination. Under IFRS 3, failure to do so would result in materially incorrect consolidated accounts.

References:

  1. International Accounting Standards Board (IASB). 2004. IFRS 3: Business Combinations, Issued March 2004. London: IASB.
  2. International Accounting Standards Board (IASB). 2008. IFRS 3: Business Combinations, Issued January 2008. London: IASB.
  3. PricewaterhouseCoopers. 2007. Manual of Accounting – IFRS for the UK 2007, Kingston-upon-Thames: CCH Wolters Kluwer,
  4. Teixeira, A. Senior project manager at the IASB, London. 2007. Correspondence: 7 December 2007, email address: ateixeira@iasb.org.uk.

Zwi Sacho, BCompt (Cum Laude), BCompt Hons (Cum Laude), MCompt, CA(SA), ACA (UK) is a corporate finance executive at Lopian Gross Barnett & Co in Manchester, UK.