Coming soon
CORPORATE RESTRUCTURING
Course Objectives:
This course will enable the students to understand legal procedural and practical aspects of Corporate Restructuring.
Course Outcomes (COs):
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Course |
Learning outcome (at course level) |
Learning and teaching strategies |
Assessment Strategies |
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Course Code |
Course Title |
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BCS 511 |
Corporate Restructuring (Theory) |
CO 175:Explore various types of Corporate Restructuring methods available in India. CO 176: Analyze the strategies for Merger, Amalgamation, Restructuring and Funding. CO 177:Formulate and draft schemes for documentation and accounting of Merger and Amalgamation. CO 178: Infer the benefits of Regulation of Combinations and various aspects relating to taxation on Corporate restructuring. CO 179:Evaluate and list the importance of various regulatory authorities and fast track and cross border mergers. CO 180:Contribute effectively in course – specific interaction. |
Approach in teaching: Learning activities for the students: |
Class test, Semester end examinations, Quiz, Assignments, Class interaction, Presentation, Case study analysis, Open ended questions, think-pair-share, Socratic seminar |
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 and 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:
- https://www.icsi.edu/media/webmodules/ICSI%20New%20Syllabus%202022.pdf
- https://www.icsi.edu/e-journals/
