FIN 46 closed this loophole by defining tests to identify a controlling financial interest beyond formal equity ownership and voting rights. This is important in cases where the legal equity is insignificant or at least somewhat irrelevant from the viewpoint of risk/rewards. The new rules emphasize the substance of relationships among entities, rather than emphasizing the form of relationships among entities (such as a majority voting interest), which can be more easily manipulated. Under FIN 46, the first step is to determine if a company has a variable interest in another entity. In general terms, a variable interest is an interest in an entity that increases and decreases in value (i.e., is variable) according to increases and decreases in the expected cash flows from the entity's assets and liabilities. Once a variable interest is established, the second step is to determine who is the primary beneficiary of the
variable interest entity (or "VIE"). The primary beneficiary is the entity, if any, that holds the majority of the risks and rewards associated with the VIE. Once a primary beneficiary is identified, it is deemed to have a controlling financial interest in the VIE and must consolidate the VIE onto its financial statements, whether or not it holds a majority voting interest. When FASB first began working on FIN 46, it focused on
special purpose entities such as the entities Enron used. FASB then recognized that the principles of FIN 46 should apply to all entities where a variable interest exists, so the final interpretation was broader than the original objective. Also, in a securitization, if a party selling assets to a VIE maintains an ongoing involvement with those assets (for example as a swap counterparty to the VIE with respect to asset cashflows) then
Financial Accounting Standard 140 (
FAS 140), which deals with de-recognition of assets upon transfer to a special purpose entity, will also be relevant. ==Replacement==