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The proposed amendments in this Update would affect all companies that are required to evaluate whether they should consolidate another entity. It provides criteria for a reporting entity to evaluate whether a decision-maker is using its power as a principal or an agent. These criteria would affect the evaluation whether an entity is a variable interest entity and, if so, whether the reporting entity should consolidate the entity being evaluated. The determination whether the decision-maker is using its power as a principal or an agent would be based on the rights held by other parties, the compensation the decision-maker is entitled in accordance with the compensation agreement, and the decision-maker’s exposure to variability of returns from other interests that it holds in the entity.
The proposed Update would also amend the evaluation of kick-out and participating rights held by non-controlling shareholders in a consolidation analysis. For example, the assessment of whether the participating rights of a non-controlling shareholder would overcome the presumption of control by the majority shareholder would focus on whether such rights allow the non-controlling shareholders to participate in the activities that most significantly impact the investee’s economic performance.
In addition, the proposed amendments would change the requirements for determining whether a general partner controls a limited partnership and, therefore, could affect reporting entities that are involved with partnerships and similar entities. For example, the general partner in a limited partnership would evaluate whether it uses its decision-making authority in a principal or an agent capacity, rather than focusing on whether a simple majority of the limited partners hold substantive kick-out rights or participating rights.