decisions about the relevant activities are made, who has the current ability to
direct those activities and who receives returns from those activities.
B6
When an investee’s purpose and design are considered, it may be clear that an
investee is controlled by means of equity instruments that give the holder
proportionate voting rights, such as ordinary shares in the investee. In this case,
in the absence of any additional arrangements that alter decision-making, the
assessment of control focuses on which party, if any, is able to exercise voting
rights sufficient to determine the investee’s operating and financing policies
(see paragraphs B34–B50). In the most straightforward case, the investor that
holds a majority of those voting rights, in the absence of any other factors,
controls the investee.
B7
To determine whether an investor controls an investee in more complex cases, it
may be necessary to consider some or all of the other factors in paragraph B3.
B8
An investee may be designed so that voting rights are not the dominant factor in
deciding who controls the investee, such as when any voting rights relate to
administrative tasks only and the relevant activities are directed by means of
contractual arrangements.
In such cases, an investor’s consideration of the
purpose and design of the investee shall also include consideration of the risks
to which the investee was designed to be exposed, the risks it was designed to
pass on to the parties involved with the investee and whether the investor is
exposed to some or all of those risks. Consideration of the risks includes not
only the downside risk, but also the potential for upside.
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