Corporate Restructuring-I

Paper Code: 
BCS 413
Credits: 
03
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

9.00
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: