With or Without Ice
I. Case summary
Gretsky Corporation is negotiating the acquisition of Slapshots (a local minor
league hockey team). Gretsky is a SEC registrant (Securities Exchange Commission). Another company (messier) will be another owner of Slapshots. After the purchase the retention of common stock will be as follows:
• Gretsky will own all of the voting Class A common stock and 75% of the nonvoting Class C common stock.
• Messier will retain all of the voting Class B common stock and 25% of the nonvoting Class C common stock.
• The Class A and Class B common stock each possess 50% of the total voting rights of Slapshots, and vote together as one class.
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If Gretsky wants to move the hockey team to another city, they will have to get the approval of the shareholders, since they have only 50% but not a majority of the voting stock. Almost all the matters regarding Slapshots, except those ones explained above, falls in the hands of the Board of Directors.
Section 810-25-1 of ASC states that:
• In some instances, the powers of a shareholder with a majority voting interest to control the operations or assets of the investee are restricted in certain respects by approval or veto rights granted to the noncontrolling shareholder (referred to as noncontrolling rights).
Section 810-15-10 of ASC states that:
A reporting entity shall apply consolidation guidance for entities that are not in the scope of the Variable Interest Entities Subsections. All majority-owned subsidiaries all entities in which a parent has a controlling financial interest shall be consolidated. However, there are exceptions to this general rule. A majority-owned subsidiary shall not be consolidated if control does not rest with the majority owner for instance, if any of the following are present: the subsidiary is in legal reorganization , the subsidiary is in bankruptcy, The subsidiary operates under foreign exchange restrictions, controls, or other governmentally imposed uncertainties...