CS_PP :: Professional Programme
Paper 4 : Corporate Restructuring and Insolvency
[One paper: Three Hours – 100 marks]
Level of Knowledge:Expert knowledge
Objectives:To provide an in-depth understanding of all aspects of law and practical issues relating to corporate restructuring andinsolvency.
Detailed contents :
Part A : Corporate Restructuring (70 Marks)
|Meaning of corporate restructuring, need, scope and modes of restructuring, historical background, global scenario, national scenario.|
|Planning, formulation and execution of various corporate restructuring strategies - mergers, acquisitions, takeovers, disinvestments and strategic alliances, demergers and hiving off.|
|3.||Mergers and Amalgamations|
|Meaning and concept; 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 procedure related to Government companies; Cross border mergers.|
|Meaning and concept; types of takeovers; legal aspects - SEBI takeover regulations; procedural, economic, financial, accounting and taxation aspects; stamp duty and allied matters; payment of consideration; bail out takeovers and takeover of sick units; takeover defences; cross border takeovers.|
|5.||Funding of Mergers and Takeovers|
|Financial alternatives; merits and demerits; funding through various types of financial instruments including equity and preference shares, options and securities with differential rights, swaps, stock options; ECBs, funding through financial institutions and banks; rehabilitation finance; management buyouts/leveraged buyouts.|
|6.||Valuation of Shares and Business|
|Introduction; need and purpose; factors influencing valuation; methods of valuation of shares; corporate and business valuation.|
|7.||Corporate Demergers and Reverse Mergers|
|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.|
|8.||Post Merger Re-organisation|
|Factors in post merger reorganization: integration of businesses and operations, financial accounting, taxation, post merger valuation, human and cultural aspects; assessing accomplishment of post merger objectives; measuring post merger efficiency.|
|Reduction of capital; reorganisation of share capital|
Buy-back of shares–concept and necessity; procedure for buy-back of shares by listed and unlisted companies.
Part B – Corporate Insolvency (30 Marks)
|12.||Revival, Rehabilitation and Restructuring of Sick Companies|
|Sick companies and their revival with special reference to the law and procedure relating to sick companies.|
|13.||Securitisation and Debt Recovery|
|Securitisation Act :|
Overview of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002; process; participants; Special Purpose Vehicle (SPV), Asset Reconstruction Companies (ARCs), Qualified Institutional Buyers (QIB).
Debt Recovery Act :
Overview of the Recovery of Debts Due to Banks and Financial Institutions Act, 1993; Tribunal, Procedure; compromises and arrangements with banks and creditors.
| Concept; modes of winding up; administrative machinery for winding up. |
Winding up process and procedure; managing stakeholders and parties in liquidation; conducting meetings of shareholders/creditors etc.; dealing with contracts; managing estate; outsourcing responsibilities to professionals/service providers such as valuers, security agencies, etc; best practices in performing liquidation/administrator functions; accountability and liabilities; Role of liquidators and insolvency practitioners.
Consequences of winding up; winding up of unregistered companies;dissolution.
|15.||Cross Border Insolvency|
|Amalagamation, Mergers, Takeovers, Acquisitions - Principles||L.M.Sharma||Practices & Regulatory Framework|
|Corporate Mergers, Amalgamations & Takeovers||J.C.Verma||Bharat Publishing House|
|Takeover Games & SEBI Takeover Regulations||N.L.Bhatia/Jagruti Sampat||Raxmann Allied Services|
|Guide to Takeovers & Mergers||Sridharan & Pandian||Wadhwa and Company Law Publisher|
|Corporate Growth through Mergers and Acquisitions||S.Shiva Ramu||Response Books|
|Corporate Restructuring||Dr.K.R.Chandratre||Bharat Law House|
|Guide to Companies Act||A. Ramaiya||Wadhwa|
|M & A Integration – A Framework for Executives and Managers||David M.Schweiger||McGraw Hill|
|Corporate Restructuring – Strategies & Implications||AIMA Publication||Excel Books|
|Mergers Restructuring & Corporate Control||Fred J Weston||Prentice-hall of India|
|Strategic Planning formulation of Corporate Strategy||V.S.Ramaswami & S.Nama Kumari||Macmillan India|
|Strategic Planning & Management||Manohar L.Gulati||Excel Books/ Amexcel Publishers|
|Corporate Restructuring Enhancing the Shareholder Value||Ranjan Das/Udayan Kumar Basu||McGraw-Hill|
|Law of Insolvency||Avtar Singh||Eastern Book Company|
|Law and Practice||ICSI Publication||Mergers Amalgamations and Takeovers|