Which company retained the executive management and officers of the formerly combined enterprise?
• Is the entity to be treated as the continuing enterprise for accounting purposes larger than the entity being spun-off? All relevant factors should be considered in measuring relative size such as revenue, operating earnings and net income as well as both book value and fair value of total and net assets. • Did tax-planning consequences have a significant impact on the legal form? In regards to the presentation of a reverse spin-off, the staff has also considered if the sale of Oldco must be presented as a distribution of the legal spinnor to the shareholders. Some have asked if the transaction may be presented as the sale of the legal spinnor followed by a distribution of the proceeds, resulting in the recognition of a gain or loss on disposal. This question arises since Oldco was sold immediately following the spin-off of ABC Company. The staff believes the provisions of APB 295 indicate that the spin-off transaction should be reflected as a distribution of Oldco, recorded at net b
