,Chapter 01—Business Combinations: New Rules for a Long-Standing Business Practice
Multiple Choice
1. An economic advantage of a business combination includes:
a. Utilizing duplicative assets.
b. Creating separate management teams.
c. Shared fixed costs.
d. Horizontally combining levels within the marketing chain.
ANSWER: c
RATIONALE: Business combinations may viewed as a way to take advantage of economies of scale by utilizing
common facilities and sharing fixed costs.
DIFFICULTY: E
LEARNING OBJEC ADAC.FISC.1-1
TIVES:
2. One large bank’s acquisition of another bank would be an example of a:
a. market extension merger.
b. conglomerate merger.
c. product extension merger.
d. horizontal merger.
ANSWER: d
RATIONALE: A horizontal merger occurs when two companies offering similar products or services that are likely
competitors in the same marketplace merge.
DIFFICULTY: M
LEARNING OBJEC ADAC.FISC.1-1
TIVES:
3. A large nation-wide bank’s acquisition of a major investment advisory firm would be an example of a:
a. market extension merger.
b. conglomerate merger.
c. product extension merger.
d. horizontal merger.
ANSWER: c
RATIONALE: A product extension merger occurs when the acquiring company is expanding its product offerings
in the market place in which it sells.
DIFFICULTY: M
LEARNING OBJEC OBJ: ADAC.FISC.1-1
TIVES:
4. A building materials company’s acquisition of a television station would be an example of a:
a. market extension merger.
b. conglomerate merger.
c. product extension merger.
d. horizontal merger.
ANSWER: b
RATIONALE: Because these firms are in unrelated lines of business, this would be a conglomerate merger.
DIFFICULTY: M
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,Chapter 01—Business Combinations: New Rules for a Long-Standing Business Practice
LEARNING OBJECTIVES: ADAC.FISC.1-1
5. A tax advantage of business combination can occur when the existing owner of a company sells out and receives:
a. cash to defer the taxable gain as a "tax-free reorganization."
b. stock to defer the taxable gain as a "tax-free reorganization."
c. cash to create a taxable gain.
d. stock to create a taxable gain.
ANSWER: b
RATIONALE: If the owners of a business sell their interests for cash or accept debt instruments, they would have an
immediate taxable gain. However, if they accept common stock of another corporation and the
transaction is crafted as such, they may account for the transaction as a “tax-free reorganization.” If this
is the case, no taxes are paid until they sell the shares received in the transaction.
DIFFICULTY: E
LEARNING OBJE ADAC.FISC.1-1
CTIVES:
6. A controlling interest in a company implies that the parent company
a. owns all of the subsidiary's stock.
b. has acquired a majority of the subsidiary's common stock.
c. has paid cash for a majority of the subsidiary's stock.
d. has transferred common stock for a majority of the subsidiary's outstanding bonds and debentures.
ANSWER: b
RATIONALE: Typically, a controlling interest is over 50% of the company’s voting stock.
DIFFICULTY: E
LEARNING OBJECTIVES: ADAC.FISC.1-2
7. Some advantages of obtaining control by acquiring a controlling interest in stock include all but:
a. Negotiations are made directly with the acquiree’s management.
b. The legal liability of each corporation is limited to its own assets.
c. The cost may be lower since only a controlling interest in the assets, not the total assets, is acquired.
d. Tax advantages may result from preservation of the legal entities.
ANSWER: a
RATIONALE: If a company was acquiring a controlling interest in stock, the negotiations would be with the target
company’s stockholders.
DIFFICULTY: M
LEARNING OBJECTI ADAC.FISC.1-2
VES:
8. A(n) ________________ occurs when the management of the target company purchases a controlling interest in that
company and the company incurs a significant amount of debt as a result.
a. greenmail
b. statutory merger
c. poison pill
d. leveraged buyout
ANSWER: d
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, Chapter 01—Business Combinations: New Rules for a Long-Standing Business Practice
RATIONALE: A leveraged buyout is defensive move against an unfriendly takeover where management of the target
company purchases a controlling interest in the company. Usually, a significant amount of debt is
incurred.
DIFFICULTY: E
LEARNING OBJE ADAC.FISC.1-2
CTIVES:
9. Acquisition costs such as the fees of accountants and lawyers that were necessary to negotiate and consummate the
purchase are
a. recorded as a deferred asset and amortized over a period not to exceed 15 years
b. expensed if immaterial but capitalized and amortized if over 2% of the acquisition price
c. expensed in the period of the purchase
d. included as part of the price paid for the company purchased
ANSWER: c
RATIONALE: Direct costs of the acquisition, such as professional fees incurred to negotiate and consummate the
purchase, are expensed in the period of purchase. Costs related to the issuance of securities related to
the purchase may be deducted from the value assigned to paid-in capital in excess of par.
DIFFICULTY: M
LEARNING OBJE ADAC.FISC.1-3
CTIVES:
10. Which of the following costs of a business combination can be deducted from the value assigned to paid-in capital in
excess of par?
a. Direct and indirect acquisition costs.
b. Direct acquisition costs.
c. Direct acquisition costs and stock issue costs if stock is issued as consideration.
d. Stock issue costs if stock is issued as consideration.
ANSWER: d
RATIONALE: Stock issue costs can be deducted from the value assigned to paid-in capital in excess of par when stock
is issued as consideration. All other direct and indirect acquisition costs are expensed.
DIFFICULTY: E
LEARNING OBJE ADAC.FISC.1-3
CTIVES:
11. When determining the fair values of assets acquired in an acquisition, the highest level of measurement per GAAP is
a. adjusted market value based on prices of similar assets.
b. unadjusted market values in an actively traded market.
c. based on discounted cash flows.
d. the entity’s best estimate of an exit or sale value.
ANSWER: b
RATIONALE: FASB provides a hierarchy of values where the highest level measurement possible should be
used. The levels are as follows:
Level 1 - Unadjusted quoted market values in an actively traded market.
Level 2 - Adjusted market value based on prices of similar assets or on observable other inputs
such as interest rates.
Level 3 - Fair value based on unobservable inputs such as the entity’s best estimate of an exit value.
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Multiple Choice
1. An economic advantage of a business combination includes:
a. Utilizing duplicative assets.
b. Creating separate management teams.
c. Shared fixed costs.
d. Horizontally combining levels within the marketing chain.
ANSWER: c
RATIONALE: Business combinations may viewed as a way to take advantage of economies of scale by utilizing
common facilities and sharing fixed costs.
DIFFICULTY: E
LEARNING OBJEC ADAC.FISC.1-1
TIVES:
2. One large bank’s acquisition of another bank would be an example of a:
a. market extension merger.
b. conglomerate merger.
c. product extension merger.
d. horizontal merger.
ANSWER: d
RATIONALE: A horizontal merger occurs when two companies offering similar products or services that are likely
competitors in the same marketplace merge.
DIFFICULTY: M
LEARNING OBJEC ADAC.FISC.1-1
TIVES:
3. A large nation-wide bank’s acquisition of a major investment advisory firm would be an example of a:
a. market extension merger.
b. conglomerate merger.
c. product extension merger.
d. horizontal merger.
ANSWER: c
RATIONALE: A product extension merger occurs when the acquiring company is expanding its product offerings
in the market place in which it sells.
DIFFICULTY: M
LEARNING OBJEC OBJ: ADAC.FISC.1-1
TIVES:
4. A building materials company’s acquisition of a television station would be an example of a:
a. market extension merger.
b. conglomerate merger.
c. product extension merger.
d. horizontal merger.
ANSWER: b
RATIONALE: Because these firms are in unrelated lines of business, this would be a conglomerate merger.
DIFFICULTY: M
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,Chapter 01—Business Combinations: New Rules for a Long-Standing Business Practice
LEARNING OBJECTIVES: ADAC.FISC.1-1
5. A tax advantage of business combination can occur when the existing owner of a company sells out and receives:
a. cash to defer the taxable gain as a "tax-free reorganization."
b. stock to defer the taxable gain as a "tax-free reorganization."
c. cash to create a taxable gain.
d. stock to create a taxable gain.
ANSWER: b
RATIONALE: If the owners of a business sell their interests for cash or accept debt instruments, they would have an
immediate taxable gain. However, if they accept common stock of another corporation and the
transaction is crafted as such, they may account for the transaction as a “tax-free reorganization.” If this
is the case, no taxes are paid until they sell the shares received in the transaction.
DIFFICULTY: E
LEARNING OBJE ADAC.FISC.1-1
CTIVES:
6. A controlling interest in a company implies that the parent company
a. owns all of the subsidiary's stock.
b. has acquired a majority of the subsidiary's common stock.
c. has paid cash for a majority of the subsidiary's stock.
d. has transferred common stock for a majority of the subsidiary's outstanding bonds and debentures.
ANSWER: b
RATIONALE: Typically, a controlling interest is over 50% of the company’s voting stock.
DIFFICULTY: E
LEARNING OBJECTIVES: ADAC.FISC.1-2
7. Some advantages of obtaining control by acquiring a controlling interest in stock include all but:
a. Negotiations are made directly with the acquiree’s management.
b. The legal liability of each corporation is limited to its own assets.
c. The cost may be lower since only a controlling interest in the assets, not the total assets, is acquired.
d. Tax advantages may result from preservation of the legal entities.
ANSWER: a
RATIONALE: If a company was acquiring a controlling interest in stock, the negotiations would be with the target
company’s stockholders.
DIFFICULTY: M
LEARNING OBJECTI ADAC.FISC.1-2
VES:
8. A(n) ________________ occurs when the management of the target company purchases a controlling interest in that
company and the company incurs a significant amount of debt as a result.
a. greenmail
b. statutory merger
c. poison pill
d. leveraged buyout
ANSWER: d
Cengage Learning Testing, Powered by Cognero Page 2
, Chapter 01—Business Combinations: New Rules for a Long-Standing Business Practice
RATIONALE: A leveraged buyout is defensive move against an unfriendly takeover where management of the target
company purchases a controlling interest in the company. Usually, a significant amount of debt is
incurred.
DIFFICULTY: E
LEARNING OBJE ADAC.FISC.1-2
CTIVES:
9. Acquisition costs such as the fees of accountants and lawyers that were necessary to negotiate and consummate the
purchase are
a. recorded as a deferred asset and amortized over a period not to exceed 15 years
b. expensed if immaterial but capitalized and amortized if over 2% of the acquisition price
c. expensed in the period of the purchase
d. included as part of the price paid for the company purchased
ANSWER: c
RATIONALE: Direct costs of the acquisition, such as professional fees incurred to negotiate and consummate the
purchase, are expensed in the period of purchase. Costs related to the issuance of securities related to
the purchase may be deducted from the value assigned to paid-in capital in excess of par.
DIFFICULTY: M
LEARNING OBJE ADAC.FISC.1-3
CTIVES:
10. Which of the following costs of a business combination can be deducted from the value assigned to paid-in capital in
excess of par?
a. Direct and indirect acquisition costs.
b. Direct acquisition costs.
c. Direct acquisition costs and stock issue costs if stock is issued as consideration.
d. Stock issue costs if stock is issued as consideration.
ANSWER: d
RATIONALE: Stock issue costs can be deducted from the value assigned to paid-in capital in excess of par when stock
is issued as consideration. All other direct and indirect acquisition costs are expensed.
DIFFICULTY: E
LEARNING OBJE ADAC.FISC.1-3
CTIVES:
11. When determining the fair values of assets acquired in an acquisition, the highest level of measurement per GAAP is
a. adjusted market value based on prices of similar assets.
b. unadjusted market values in an actively traded market.
c. based on discounted cash flows.
d. the entity’s best estimate of an exit or sale value.
ANSWER: b
RATIONALE: FASB provides a hierarchy of values where the highest level measurement possible should be
used. The levels are as follows:
Level 1 - Unadjusted quoted market values in an actively traded market.
Level 2 - Adjusted market value based on prices of similar assets or on observable other inputs
such as interest rates.
Level 3 - Fair value based on unobservable inputs such as the entity’s best estimate of an exit value.
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