Coming soon
Corporate Restructuring
Course Objectives:
This course will enable the students to understand legal procedural and practical aspects of Corporate Restructuring.
|
Course |
Learning outcome (at course level) |
Learning and teaching strategies |
Assessment Strategies |
|
|
Course Code |
Course Title |
|||
|
24BCS513 |
Corporate Restructuring (Theory) |
CO 1:Explore various types of Corporate Restructuring methods available in India. CO 2: Analyze the strategies for Merger, Amalgamation, Restructuring and Funding. CO 3:Formulate and draft schemes for documentation and accounting of Merger and Amalgamation. CO 4: Infer the benefits of Regulation of Combinations and various aspects relating to taxation on Corporate restructuring. CO 5:Evaluate and list the importance of various regulatory authorities and fast track and cross border mergers. CO 6:Contribute effectively in course – specific interaction. |
Approach in teaching: Interactive Lectures, Discussions, Tutorials, Problem solving sessions, Presentations
Learning activities for the students: Self-learning assignments, Case Study Analysis, Presentations, Group Discussions
|
Continuous Assessment Test, Semester End Examinations,Quiz, Assignments, Class Presentations, Individual and group projects. |
Types of Corporate Restructuring:
- Key definitions, Compromises, Arrangements,
- Mergers & Amalgamations; Demergers & Slump Sale, Business Sale;
- Joint Venture, Strategic Alliance, Reverse Merger Disinvestment;
- Financial Restructuring (Buy-back, Alteration & Reduction).
Acquisition of Company/ Business:
- Acquisition of Company; Takeover of Listed Companies
- (i) Legal Framework
- (ii)Process & Compliances.
Planning &Strategy :
- Case Studies pertaining to Merger, Amalgamation, Restructuring; Funding for M&A,
- Studies of Judicial pronouncements;
- Planning relating to acquisitions & takeovers;
- Protection of minority interest; Succession Planning;
- Managing Family Holdings through Trust.
Process of M&A transactions:
- Key Concepts of M&A; Law & Procedure;
- M&A Due Diligence; M&A Valuation;
- M&A Structure finalization;
- Post transaction integration.
Documentation–Merger &Amalgamation:
- Drafting of Scheme; Drafting of Notice and Explanatory Statement;
- Drafting of application & Petition.
Accounting in Corporate Restructuring—Concept and Accounting Treatment:
- Methods of Accounting for Amalgamations - AS-14/ Ind AS 103;
- Treatment of Reserves, Goodwill; Pre-Acquisition & Post-Acquisition Profit;
- Accounting in Books of Transferor and Transferee;
- Merger and De-Merger;
- Acquisition of Business and Internal Reconstruction.
Taxation & Stamp Duty aspects of Corporate Restructuring:
- Capital Gain; Set-off and carry forward under section 2(14) of Income Tax Act;
- Deemed Dividend; Payment of Stamp Duty on scheme,
- payment of stamp duty on movable and immovable properties.
Regulation of Combinations:
- Regulation of combinations under the competition Act, Kinds of combinations,
- Exempted combinations, Concept of relevant market and its importance,
- Determination of combinations and any appreciable adverse effect,
- Role of CCI.
Regulatory approvals of scheme:
- From CCI, Income Tax, Stock Exchange, SEBI, RBI, RD, ROC, OL
- Sector Regulators such as IRDA, TRAI, etc.
Fast Track Mergers:
- Small companies, Holding and wholly owned companies.
- Cross Border Mergers
Essential Readings:
- Study Material Published by ICSI
Suggested Readings:
- Scanner- Arun Kumar (Shuchita Prakashans (P)Ltd
- CORPORATE RESTRUCTURING (Paperback) by K.R. Chandratre
- Mergers Acquisitions & Corporate Restructuring | Strategies & Practices by Rabi Narayan Kar, Minakshi
- Mergers, Acquisitions, and Corporate Restructuring Paperback by Chandrashekar Krishnamurti
E- Content:
