Corporate Restructuring

Paper Code:

BCS 413

Credits:

3

Contact Hours:

45.00

Max. Marks:

100.00

Objective:

To acquire knowledge of the legal, procedural and practical aspects of Corporate Restructuring, Valuation and Insolvency.

9.00

Unit I:

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; Cross Borders Takeovers – Procedure.

9.00

Unit II:

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.

9.00

Unit III:

Valuation of Business and Assets for Corporate Restructuring: Type of Valuations; Valuation Principles & Techniques for Merger, Amalgamation, Slump Sale, Demerger; Principles & Techniques of Reporting; Relative valuation and Swap ratio.
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.

9.00

Unit IV:

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.
Competition Act: 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.

Unit V:

Regulatory approvals of scheme: From CCI, Income Tax, Stock Exchange, SEBI, RBI, RD, ROC, OL and Sector Regulators such as IRDA, TRAI, etc.
Appearance before NCLT / NCLAT.
Fast Track Mergers: Small companies, Holding and wholly owned companies.
Cross Border Mergers.

References:

1. Study Material Published by ICSI

2. Scanner-Arun Kumar (Suchitra Prakashan (P) Ltd

Academic Year: