TRUE OR FALSE (Items 1–42) — Answers with Explanations
1. True – Horizontal combinations involve companies in the same
industry.
2. True – They’re often used to dominate a geographic segment.
3. True – Expanding into new product markets is a horizontal growth
strategy.
4. True – Vertical combinations aim to improve operational
efficiency.
5. False – Purchasing a competitor is horizontal, not vertical.
6. True – Buyer-seller relationships define vertical combinations.
7. False – Acquiring a supplier is vertical, not conglomerate.
8. True – Diversification helps stabilize income.
9. False – Conglomerates are harder to challenge legally than
horizontal mergers.
10. True – Friendly takeovers involve mutual agreement.
11. True – A tender offer is a public bid to buy stock.
12. True – Hostile bids are opposed by management.
13. False – Greenmail involves buying back shares from a hostile
bidder.
14. True – Poison pills deter takeovers via convertible preferred
stock.
15. False – Scorched earth involves selling more assets than just
crown jewels.
16. True – Fatman defense involves acquiring assets to become less
attractive.
17. False – Golden parachutes apply to executives, not all
employees.
18. True – Pac-Man defense flips the takeover attempt.
19. True – Control over net assets defines a business combination.
20. False – Control can also be gained via stock acquisition.
21. True – Cash acquisition increases book value.
22. True – Asset-for-asset deals don’t change acquiree ownership.
23. False – Acquirer’s ownership structure usually remains
unchanged.
24. True – Issuing stock increases capitalization.
25. True – Acquiree ownership structure remains unchanged.
26. True – Acquiree shareholders become acquirer shareholders.
27. True – Asset-for-asset = direct control; stock-for-asset =
indirect.
28. False – That describes a statutory merger, not consolidation.
29. True – Statutory merger = acquiree is liquidated.
30. True – Consolidation requires forming a new entity.
31. True – New entity starts with zero retained earnings.
32. True – Only one legal entity remains post-merger/consolidation.
33. True – Stock acquisition = parent-subsidiary structure.
34. False – Stock acquisition can involve cash or debt, not just
stock-for-stock.
35. True – Consolidated financial statements are required for stock
acquisitions.
36. True – In a statutory merger, the acquiree is absorbed and
ceases to exist.
37. True – In a statutory consolidation, both companies dissolve and
form a new entity.
38. False – In a stock acquisition, the acquiree remains a separate
legal entity.
39. True – The acquirer gains control without dissolving the
acquiree in a stock acquisition.
40. True – Consolidated financial statements present the parent and
subsidiary as one entity.
41. False – The acquiree’s assets and liabilities are not directly
recorded by the acquirer in a stock acquisition.
42. True – In a statutory merger, the acquirer records the acquiree’s
assets and liabilities directly.
43. a – Horizontal combination: This occurs when companies in the
same industry merge to monopolize or dominate the market.
44. c – A competitor: Horizontal combinations involve acquiring
competitors.
45. c – Increasing production capacity: This is more typical of
vertical integration, not horizontal combinations.
46. b – Vertical combination: These aim to improve operational
efficiency by acquiring suppliers or distributors.
47. d – Either a or c: Vertical combinations involve buyer-seller
relationships, either upstream or downstream.
48. c – Buyer/seller relationship: That’s the defining feature of
vertical combinations.
49. c – Conglomerate combination: Used to diversify investments
across unrelated industries.
50. b – Conglomerate combination: Acquiring a tangentially related
business is a diversification strategy.
51. a – Helps increase income stability: Diversification reduces risk
and stabilizes earnings.
52. b – Monopoly: A dominant company in an industry is considered
a monopoly.
53. c – Constituent companies: These are the entities involved in a
business combination.
54. a – Friendly takeover: Supported by the acquiree’s management.
55. c – Greenmail: The target company buys back shares from a
hostile bidder at a premium.
56. b – White knight: A more favorable company is sought to acquire
the target instead.
57. a – Pac-Man defense: The target company counters by
attempting to acquire the hostile bidder.
58. c – Poison pill: Shareholders are given rights to buy discounted
shares to dilute the acquirer’s stake.
59. a – Sale of the crown jewels: Valuable assets are sold to make
the company less attractive.
60. c – Issuance of convertible preferred stock: This is not a typical
shark repellent tactic.
61. d – Supermajority vote: This is an external measure, not internal.
62. b – Hostile takeover: The acquiree’s management opposes the
offer.
63. c – Either acquisition of assets or stock: Both methods can confer
control.
64. d – Any of the above: Consideration can be cash, stock, or other
assets.
65. a – Acquirer stockholders become acquiree stockholders: In
asset-for-asset exchanges, ownership shifts.
66. d – No change in acquirer ownership structure: The acquirer’s
shareholders remain the same.
67. a – Acquirer stockholders become acquiree stockholders:
Ownership shifts in asset-for-asset deals.
68. a – Acquirer stockholders become acquiree stockholders: This
reflects the ownership change.
69. b – Acquiree stockholders become owners of the acquirer: They
receive shares in the acquirer.
70. a – No change in acquiree ownership structure: The acquiree’s
internal ownership remains intact.
71. d – Either b or c: Indirect control is achieved via stock-for-asset
or stock-for-stock exchanges.
72. a – Asset-for-asset acquisition: This is not subject to specific
business combination laws.
73. d – All of the above: All statements are true regarding statutory
mergers.
74. c – Net assets acquired with assets of the new corporation: This
is not a requirement in statutory consolidation.
75. c – Zero: A newly formed corporation starts with zero retained
earnings.
76. d – All of the above: Stock acquisitions involve two entities,
parent-subsidiary relationships, and consolidated FS.
77. a – Future acquiree earnings: These can affect the acquisition
cost.
78. d – All of the above: All criteria must be met for tax
reorganization.
79. b – Joint venture: This is not considered a business combination
under IFRS 3.
80. c – Acquisition method: PFRS 3 mandates this method for
business combinations.
81. b – Board composition: This helps identify the acquirer when
ownership is split.
82. a – Perez prefers asset purchase; Roo prefers share sale: Tax
implications drive these preferences.
83. d – Reverse takeover: The acquiree issues shares to the
acquirer’s shareholders.
84. d – Reverse takeover: Same scenario as above, just flipped.
85. c – Multiple factors: Net assets alone don’t determine the
acquirer.
86. d – Deducted from equity net of tax: Share issuance costs
reduce equity after tax adjustments.
87. b – Amortized over term: Debt issuance costs are amortized.
88. a – Expensed: Accounting fees are not capitalized under PFRS 3.
89. c – Equity-only financing: This is not a reason for bargain
purchase.
90. d – Fair value: Assets and liabilities are recorded at fair value in
a bargain purchase.
91. b – Income-based: Most common method for valuing intangibles.
92. a – Gain in comprehensive income: Negative goodwill is
recognized as a gain.
93. d – Not identifiable: Pre-existing goodwill is excluded from PPD.
94. b – Joint venture: Not a business combination under IFRS 3.
95. d – One company continues to exist: That’s the essence of a
statutory merger.
96. a – Only one company continues: The acquiree is dissolved.
97. a – Estimated fair value: Liabilities are recorded at fair value.
98. d – All of the above: All disclosures are required.
99. d – Never amortized: Goodwill is tested for impairment, not
amortized.
100. d – All of the above: These are all true regarding international
goodwill accounting.
101. a – Registration costs are expensed: They don’t affect the fair
value of securities.
102. d – Acquired company dissolves: This is incorrect for stock
acquisitions.
103. d – Any of the above: All forms of consideration are acceptable.
104. d – Board approval: Required for mergers.
105. c – Acquisition method: Required under PFRS 3.
106. d – Ordinary gain: Excess fair value over purchase price is
recorded as gain.
107. d – All disclosures are required: Name, percentage, and
consideration.
108. d – All recorded at fair value: No exceptions.
109. b – All costs expensed: PFRS 3 requires this.
110. a – Both costs affect net income: They’re expensed.
111. c – Only security issue costs are capitalized: Professional fees
are expensed.
112. c – Ordinary gain: Negative goodwill is treated as income.
113. a – Expensed: Direct and indirect costs are not capitalized.
114. d – Ordinary gain: Excess fair value is recognized as income.
115. d – Allocated to goodwill: Excess purchase price becomes
goodwill.
116. c – Paid-in capital: Additional shares issued for contingencies
increase equity.
117. b – Date control is obtained: Fair value is measured at this
point.
118. b – Fair value: Assets and liabilities are recorded at fair value
on acquisition date.
119. c – Expense if no alternative use: In-process R&D is expensed
unless usable.
120. a – Intangible asset under contractual-legal criterion: Favorable
lease terms qualify.
121. a – When bargain purchase occurs: Gain is recognized
immediately.
122. a – Fair value for both: Assets and liabilities are recorded at fair
value.
123. b – Fair value of tangible and identifiable intangibles less
liabilities: That’s the definition of goodwill.
124. c – Hypothetical results not required: IASB doesn’t mandate this
disclosure.
125. b – Based on benefit pattern: Amortization reflects asset usage.
126. c – Expensed: Acquisition-related costs are not capitalized.
127. c – Extraordinary items: These are excluded from goodwill
estimation.
FALSE Statements (with Explanations)
5. When a retail clothing store purchases a competitor in another
city, a vertical combination has occurred.
→ False: This is a horizontal combination, since both companies
operate in the same industry.
7. A business combination in which a supplier of raw materials is
acquired is a conglomerate combination.
→ False: Acquiring a supplier is a vertical combination, not a
conglomerate.
9. Conglomerate combinations are easy for the government to
challenge in court.
→ False: Horizontal combinations are more likely to face antitrust
scrutiny; conglomerates are harder to challenge.
13. Greenmail exists when a company is encouraged to buy a
potential acquiree.
→ False: Greenmail refers to a company buying back its own shares
from a hostile bidder at a premium to avoid takeover.
15. The sale of the crown jewels defensive maneuver involves the
sale of more assets than does the scorched earth defense.
→ False: Scorched earth involves selling off even more assets than
the crown jewels tactic, often to make the company less attractive.
17. Golden parachutes give a bonus to all employees if the company
is acquired.
→ False: Golden parachutes apply only to top executives, not all
employees.
20. The only way to attain control over the net assets of another
entity is to purchase the net assets.
→ False: Control can also be achieved through stock acquisition, not
just asset purchase.
23. In an acquisition of assets for assets, the ownership structure of
the acquirer changes.
→ False: The acquirer’s ownership structure typically remains
unchanged in asset-for-asset transactions.
28. A business combination that occurs where only one of the
original entities is in existence after the combination is called a
statutory consolidation.
→ False: That describes a statutory merger. A statutory consolidation
results in a new entity, with both original entities dissolving.
34. A business combination accomplished as a stock acquisition
must be accomplished with a stock-for-stock exchange.
→ False: Stock acquisitions can involve various forms of
consideration, including cash or debt—not just stock-for-stock.
36. The substance of statutory mergers, statutory consolidations, and stock
acquisitions is the same.
False: While statutory mergers, consolidations, and stock acquisitions all result in control, they diffe