Corporate Restructuring- I

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: 
Introduction and Concepts

• Meaning of Corporate Restructuring
• Need, Scope and Modes of Restructuring
• Historical Background
• Emerging Trends
• Planning, Formulation and Execution of Various Corporate Restructuring Strategies - Mergers, Acquisitions, Takeovers, Disinvestments and Strategic Alliances, Demerger and Hiving off
• Expanding Role of Professionals

9.00
Unit II: 
Merger and Amalgamation

• Introduction
• Legal, Procedural, Economic, Accounting, Taxation and Financial Aspects of Mergers and Amalgamations including Stamp Duty and Allied Matters
• Interest of Small Investors
• Merger Aspects under Competition Law
• Jurisdiction of Courts; Filing of Various Forms
• Amalgamation of Banking Companies and Government Companies
• Cross Border Acquisition and Merger

9.00
Unit III: 
Corporate Demerger and Reverse Merger

• Concept of Demerger; Modes of Demerger - by Agreement, under Scheme of Arrangement
• Demerger and Voluntary Winding Up
• Legal and Procedural Aspects; Tax Aspects and Reliefs
• Reverse Mergers – Procedural Aspects and Tax Implications

9.00
Unit IV: 
Takeover

• Meaning and Concept
• Types of Takeovers; Legal Aspects – SEBI Takeover Regulations
• Disclosure and Open Offer Requirements
• Bail Out Takeovers and Takeover of Sick Units
• Takeover Defences
• Cross Border Takeovers

5.00
Unit V: 
Funding of Merger and Takeover

• Financial Alternatives; Merits and Demerits
• Funding through various Types of Financial Instruments including Equity and Preference Shares, Debentures, Securities with Differential Rights, Swaps, Stock Options; ECBs, Funding through Financial Institutions and Banks
• Rehabilitation Finance
• Management Buyouts/Leveraged Buyouts

References: 

1. Study Material Published by ICSI
2. Scanner-Arun Kumar (Suchitra Prakashan (P) Ltd
3. Amalgamations, Mergers, Takeovers, Acquisitions-Principles, Practices & Regulatory Framework-L.M Sharma (Company Law Journal)
4. Guide to Companies Act,-M.C Bhandari (Wadhwa& Company (Agra and Nagpur)
5. Strategic Planning Formulation of Corporate Strategy,-V.C Ramaswami & S Nama Kumari ( Macmilan India Ltd)
6. Corporate Mergers, Amalgamations & Takeovers –J.C Verma (Bharat Publishing House New Delhi)

Academic Year: 
2016-2017
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