What are protective noncontrolling rights?

What are substantive participating noncontrolling rights?

What noncontrolling rights overcome the presumption that all majority-owned investees should be consolidated?

Zee Company buys 60 percent of the voting stock of Bee Company with the remaining 40 percent noncontrolling interest held by Bees former owners, who negotiated the following noncontrolling rights:

Any new debt above $1,000,000 must be approved by the 40 percent noncontrolling shareholders.

Any dividends or other cash distributions to owners in excess of customary historical amounts must be approved by the 40 percent noncontrolling shareholders.

According to the FASB ASC, what are the issues in determining whether Zee should consolidate Bee or report its investment in Bee under the equity method?