📊Advanced Financial Accounting Unit 11 – Related Party Transactions & Disclosures

Definition and Importance

• Related party transactions involve dealings between entities with a pre-existing relationship such as parent companies and subsidiaries, affiliates, or entities under common control
• These transactions may not be conducted at arm's length, meaning the terms may differ from those between unrelated parties
• Related party transactions can significantly impact the financial statements as they may not reflect market prices or fair value
• Importance lies in providing transparency to stakeholders about the nature and extent of these transactions
• Identifying and disclosing related party transactions helps users assess the potential risks and conflicts of interest associated with such dealings
• Failure to properly account for and disclose related party transactions can mislead investors and other stakeholders about the company's true financial position and performance
• Regulators require detailed disclosures of related party transactions to ensure fair presentation of financial information and protect stakeholders' interests

Types of Related Parties

• Parent companies and their subsidiaries where the parent exercises control over the subsidiary's financial and operating policies
• Affiliates or associates where one entity has significant influence over another, typically through a 20-50% ownership stake
• Entities under common control, where two or more entities are controlled by the same party or group
• Key management personnel, including directors, officers, and their close family members who can influence the entity's decisions
• Joint ventures where two or more parties have joint control over an arrangement and share rights to its net assets
• Pension plans sponsored by the reporting entity for the benefit of its employees
• Entities providing key management personnel services to the reporting entity, such as a management company
• Shareholders with significant voting power or influence over the reporting entity's decisions

Identifying Related Party Transactions

• Review the entity's organizational structure, ownership, and governance to identify potential related parties
• Examine contracts, agreements, and other legal documents for transactions or arrangements involving related parties
• Analyze significant or unusual transactions, especially those with favorable terms or differing from market norms
• Review minutes of board meetings and other governance bodies for discussions or approvals of related party transactions
• Inquire with management, those charged with governance, and external parties about the existence of related party relationships and transactions
• Consider industry norms and compare the entity's transactions with those of its peers to identify unusual patterns
• Perform background checks on key management personnel and significant shareholders to uncover undisclosed relationships
• Maintain a comprehensive list of related parties and regularly update it based on changes in relationships or newly identified parties

Accounting Treatment

• Related party transactions should be accounted for using the same principles as transactions with unrelated parties
• Transactions should be recorded at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
• If the transaction price differs from fair value, the difference should be recognized as a gain or loss in the financial statements
• Intercompany transactions, such as sales or loans between related parties, should be eliminated in the consolidated financial statements to avoid double-counting and overstatement of revenues or assets
• Transfers of assets between related parties should be recorded at the carrying amount of the transferor, with no gain or loss recognized
• Leases between related parties should be classified as operating or finance leases based on the lease terms and accounted for accordingly
• Related party transactions involving services should be recorded at the amount of consideration paid or received, which may differ from fair value

Disclosure Requirements

• Disclose the nature of the related party relationship, including the identity of the related party and the nature of control or influence
• Provide a description of the transactions, including their amounts, terms, and conditions
• Disclose amounts due to or from related parties, including any allowance for doubtful accounts
• Explain the business purpose and rationale for the related party transactions
• Disclose any guarantees, commitments, or contingencies involving related parties
• Provide comparative information for the prior period to enable users to assess trends and changes in related party transactions
• Disclose the pricing policies used for related party transactions and how they compare to those used for unrelated parties
• Explain any deviations from normal terms or conditions that would apply to similar transactions with unrelated parties

Impact on Financial Statements

• Related party transactions can distort the true financial position and performance of the reporting entity if not properly accounted for and disclosed
• Overstated revenues or understated expenses from related party transactions can inflate profits and mislead investors
• Undervalued asset transfers between related parties can hide the true value of the entity's assets and liabilities
• Undisclosed guarantees or commitments involving related parties can expose the entity to hidden risks and contingent liabilities
• Related party transactions can affect key financial ratios and metrics, such as profitability, liquidity, and solvency ratios, making comparisons with peers less meaningful
• Failure to eliminate intercompany transactions in consolidated financial statements can lead to double-counting and overstatement of revenues, expenses, assets, and liabilities
• Related party transactions can create conflicts of interest and agency problems, where management may prioritize their own interests over those of the entity and its stakeholders
• Improper accounting or disclosure of related party transactions can result in material misstatements and lead to restatements, regulatory actions, or legal consequences

Regulatory Framework

• International Accounting Standard (IAS) 24, "Related Party Disclosures," provides guidance on identifying, accounting for, and disclosing related party transactions under International Financial Reporting Standards (IFRS)
• Accounting Standards Codification (ASC) 850, "Related Party Disclosures," sets forth the requirements for related party transactions under U.S. Generally Accepted Accounting Principles (GAAP)
• Securities and Exchange Commission (SEC) regulations, such as Regulation S-X and Regulation S-K, require additional disclosures for public companies, including information on related party transactions
• Stock exchanges, such as the New York Stock Exchange (NYSE) and NASDAQ, may impose additional disclosure requirements or corporate governance standards related to related party transactions
• Sarbanes-Oxley Act of 2002 (SOX) enhances corporate responsibility and financial disclosures, including those related to related party transactions, and imposes penalties for non-compliance
• Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 strengthens corporate governance and transparency, including provisions related to executive compensation and related party transactions
• Foreign Corrupt Practices Act (FCPA) prohibits bribery of foreign officials, which may involve related party transactions, and requires proper accounting and internal controls
• Industry-specific regulations, such as those in the banking, insurance, or energy sectors, may impose additional requirements or restrictions on related party transactions

Ethical Considerations

• Related party transactions can create actual or perceived conflicts of interest, where the interests of the related parties may not align with those of the entity or its stakeholders
• Management may face pressure to engage in related party transactions that benefit themselves or the related parties at the expense of the entity or its shareholders
• Inadequate disclosure of related party transactions can mislead investors and other stakeholders, violating the principle of transparency and fair presentation
• Related party transactions can be used to manipulate financial statements, such as through sham transactions or off-balance sheet arrangements, which is unethical and illegal
• Auditors have a responsibility to exercise professional skepticism and maintain independence when auditing related party transactions to ensure their proper accounting and disclosure
• Those charged with governance, such as the board of directors or audit committee, have a fiduciary duty to oversee related party transactions and ensure they are in the best interest of the entity and its stakeholders
• Engaging in related party transactions that violate laws, regulations, or ethical standards can damage the entity's reputation, erode stakeholder trust, and result in legal or regulatory consequences
• Establishing and enforcing a robust code of ethics, conflict of interest policies, and internal controls can help prevent or detect unethical related party transactions and promote a culture of integrity