# ASC 321-10-55: Investments—Equity Securities — Overall — 55 Implementation Guidance and Illustrations

Source: FASB Accounting Standards Codification, Basic View

[Read online](https://asc.understandingaccounting.org/asc/321/10/#55-implementation-guidance-and-illustrations)

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## ASC 321-10-55: 55 Implementation Guidance and Illustrations

[Read section](https://asc.understandingaccounting.org/asc/321/10/#55-implementation-guidance-and-illustrations)

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#### Implementation Guidance

##### [321-10-55-1](https://asc.understandingaccounting.org/asc/321/10/#321-10-55-1)

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The implementation guidance in paragraphs

[321-10-55-2 through 55-4](https://asc.understandingaccounting.org/asc/321/10/#321-10-55-2)

discusses the scope application of this Topic to the following instruments and transactions.

1.  a
    
    Convertible preferred stock
    
2.  b
    
    Call options and forward contracts on equity securities
    
3.  c
    
    Short sales of equity securities.

##### [321-10-55-2](https://asc.understandingaccounting.org/asc/321/10/#321-10-55-2)

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If convertible preferred stock is not redeemable, it is considered an [equity security](https://asc.understandingaccounting.org/glossary/e/#equity-security "Any security representing an ownership interest in an entity (for example, common, preferred, or other capital stock) or the right to acquire (for example, warrants, rights, forward purchase contracts, and call options) or dispose of (for example, put options and forward sale contracts) an ownership interest in an entity at fixed or determinable prices. The term equity security does not include any of the following: Written equity options (because they represent obligations of the writer, not investments) Cash-settled options on equity securities or options on equity-based indexes (because those instruments do not represent ownership interests in an entity) Convertible debt or preferred stock that by its terms either must be redeemed by the issuing entity or is redeemable at the option of the investor.") and, therefore, this Topic would apply.

##### [321-10-55-3](https://asc.understandingaccounting.org/asc/321/10/#321-10-55-3)

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An option to buy an equity security that does not meet the definition of a derivative instrument is within the scope of this Topic. An investment in an option on securities should be accounted for under the requirements of Subtopic 815-10 if the option meets the definition of a derivative instrument, including the criteria for net settlement in paragraph [815-10-15-83(c)](https://asc.understandingaccounting.org/asc/815/10/#815-10-15-83). This Topic applies to those forward contracts and options that are not derivative instruments subject to Subtopic 815-10 but that involve the acquisition of securities that will be accounted for under this Topic. Paragraph [815-10-15-141A](https://asc.understandingaccounting.org/asc/815/10/#815-10-15-141A) provides guidance on applying the guidance in paragraph [815-10-15-141](https://asc.understandingaccounting.org/asc/815/10/#815-10-15-141) to forward contracts and purchased options to purchase securities within the scope of Topic 321.

##### [321-10-55-4](https://asc.understandingaccounting.org/asc/321/10/#321-10-55-4)

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Sales of securities that the seller does not own at the time of sale are obligations to deliver securities, not investments. Short sale obligations are addressed in the guidance for certain industries (see paragraph [940-320-35-1](https://asc.understandingaccounting.org/asc/320/940/#320-940-35-1) with respect to broker-dealers and paragraph [942-405-25-1](https://asc.understandingaccounting.org/asc/405/942/#405-942-25-1) with respect to depository institutions). For guidance on evaluating whether a short sale transaction involves a derivative instrument, see paragraph [815-10-55-57](https://asc.understandingaccounting.org/asc/815/10/#815-10-55-57).

##### [321-10-55-5](https://asc.understandingaccounting.org/asc/321/10/#321-10-55-5)

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Paragraph [970-323-25-10](https://asc.understandingaccounting.org/asc/323/970/#323-970-25-10) explains that an investment in a corporate subsidiary that is a real estate venture shall be accounted for by the investor-parent using the principles applicable to investments in subsidiaries rather than those applicable to investments in corporate joint ventures. That is, that paragraph requires that noncontrolling shareholders in such a real estate venture should account for their investment using the principles applicable to investments in common stock set forth in Topic 323 or this Topic as applicable.

##### [321-10-55-6](https://asc.understandingaccounting.org/asc/321/10/#321-10-55-6)

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An entity should not look through the form of its investment to the nature of the securities held by an investee to determine whether the scope of this Topic applies.

##### [321-10-55-7](https://asc.understandingaccounting.org/asc/321/10/#321-10-55-7)

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For example, an entity invests in a limited partnership interest (or a venture capital entity) that meets the definition of an equity security. However, substantially all of the partnership's assets consist of investments in debt securities or equity securities. It is not appropriate to look through the form of an investment to determine whether this Topic applies. In the specific situation described in this paragraph, the investment would be considered an equity security. So, this Topic would apply to that type of investment. (Subtopic 323-30 provides guidance on the accounting for limited partnership investments.) Another example of an investment that is considered an equity security is an investment in a mutual fund that invests only in U.S. government debt securities.

##### [321-10-55-8](https://asc.understandingaccounting.org/asc/321/10/#321-10-55-8)

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To identify observable price changes, an entity should consider relevant transactions that occurred on or before the balance sheet date that are known or can reasonably be known. To identify price changes that can reasonably be known, the entity should make a reasonable effort (that is without expending undue cost and effort) to identify any observable transactions that it may not be readily aware of. The entity need not conduct an exhaustive search for all observable price changes.

##### [321-10-55-9](https://asc.understandingaccounting.org/asc/321/10/#321-10-55-9)

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To identify whether a security issued by the same issuer is similar to the equity security held by the entity, the entity should consider the different rights and obligations of the securities. Differences in rights and obligations could include characteristics such as voting rights, distribution rights and preferences, and conversion features. The entity should adjust the observable price of a similar security for the different rights and obligations to determine the amount that should be recorded as an upward or downward adjustment in the carrying value of the security measured in accordance with paragraph [321-10-35-2](https://asc.understandingaccounting.org/asc/321/10/#321-10-35-2) to reflect the fair value of the security as of the date that the observable transaction for the similar security took place.
