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Press Release

NYSSCPA Supports New Guidance on Principal versus Agent Analysis

Lois Whitehead
Published Date:
Feb 16, 2012
New York, NY, February 16, 2012 – The New York State Society of Certified Public Accountants (NYSSCPA) detailed its support of new guidance related to Principal versus Agent Analysis in its Feb. 10 comment letter to the Financial Accounting Standards Board (FASB).
The proposed amendments in the Accounting Standards Update (ASU), Consolidation (Topic 810): Principal versus Agent Analysiswould affect all companies that are required to evaluate whether they should consolidate another entity and provides criteria for a reporting entity to evaluate whether a decision maker is using its power as a principal or as an agent.
The comment letter notes that all of the factors should be considered, including on a qualitative basis, to determine if the decision maker’s overall function is that of principal or agent.
“It is a qualitative approach to the items that you are looking at,” said J. Roger Donohue, chair of the NYSSCPA’s Financial Accounting Standards Committee and one of the letter’s principal drafters. “You have to look at them all in the aggregate.”
The proposed accounting standards update drafted by the FASB notes the evaluation of a decision maker’s capacity would consider the following factors:
  • The rights held by other parties
  • The compensation to which the decision maker is entitled in accordance with its compensation agreement(s)
  • The decision maker’s exposure to variability of returns from other interests that it holds in the entity.
The NYSSCPA agrees with those proposed factors, doesn’t believe that any additional factors are necessary and supports the focus of the FASB to provide guidance for consolidation that would reflect substance over form.
The exposure draft prepared by the FASB notes this proposed update would require judgment in determining how to weigh each factor in the overall principal versus agent analysis. The NYSSCPA feels the new proposed guidelines would result in consistent conclusions.
“Given the same facts, we believe that the same decision would be reached in the majority of cases. There is always a certain amount of subjective assessment, but following the guidance in the Update, we do not feel it would significantly affect the final assessment,” the letter states.
The proposed update also would amend the evaluation of kick-out and participating rights held by non-controlling shareholders in a consolidation analysis. The NYSSCPA does not believe that kick-out rights held by multiple unrelated parties necessarily should be a determinative factor to conclude if the decision maker is functioning as a principal or agent.
The NYSSCPA stated that the effective date for these guidelines to be the annual financial statements of fiscal years beginning after December 15 of the year in which the ASU is issued. The NYSSCPA does not support early adoption in the case of these guidelines because of the far reaching effects of the ASU with respect to the entities involved. The NYSSCPA suggested it would seem more practical to have all the organizations adopt this at the same time.
The open comment period for the exposure draft closed on February 15.
About the NYSSCPA
Representing more than 28,000 CPAs, the NYSSCPA was the first state accounting organization in the nation. Incorporated in 1897, the Society is a not-for-profit organization that seeks to establish and maintain high standards of integrity, honor, and character among certified public accountants.
The New York State Society of CPAs is located at 3 Park Avenue in New York City. To learn more about the Society call 800-633-6320 or visit the Society’s website at