Joint ventures and combinations of entities under common control (paras. BC59-BC61)
BC59 Formations of joint ventures and combinations of entities under common control are excluded from the scope of the revised standards. Those transactions were also excluded from the scope of both IFRS 3 and SFAS 141, and the boards continue to believe that issues related to such combinations are appropriately excluded from the scope of this project. The boards are aware of nothing that has happened since IFRS 3 and SFAS 141 were issued to suggest that the revised standards should be delayed to address the accounting for those events.
BC60 In developing IFRS 3, the IASB considered whether it should amend the definition of joint control in IAS 31 Interests in Joint Ventures [IFRS 11 Joint Arrangements, issued in May 2011, replaced IAS 31.] because it was concerned that its decision to eliminate the pooling method would create incentives for business combinations to be structured to meet the definition of a joint venture. After considering comments on the definition proposed in ED 3, the IASB revised the definition of joint control in IAS 31 to clarify that:
(a) unanimous consent on all financial and operating decisions is not necessary for an arrangement to satisfy the definition of a joint venture - unanimous consent on only strategic decisions is sufficient.
(b) in the absence of a contractual agreement requiring unanimous consent to strategic financial and operating decisions, a transaction in which the owners of multiple businesses agree to combine their businesses into a new entity (sometimes referred to as a roll‑up transaction) should be accounted for by the acquisition method. Majority consent on such decisions is not sufficient.