Level of Knowledge : Expert knowledge.
Objectives . . .
To provide an in-depth understanding of all aspects and intricacies of law and practical issues affecting and arising out of corporate restructuring.
Detailed Contents . . .
Meaning of corporate restructuring, need, scope and modes of restructuring, historical background, global scenario, national scenario.
Strategic planning, competitive advantage and core competence, strategy formulation, routes for executing strategy – start up, mergers, acquisitions, takeovers, disinvestments and strategic alliances.
Mergers and Amalgamations
Concept, need and reasons, legal aspects, procedural aspects relating to commencing of meetings and presentation of petition including documentation, economic aspects including effect on the interest of small investors; accounting aspects, financial aspects including valuation of shares, taxation aspects, stamp duty and allied matters, filing of various forms.
Meaning and concept, types of takeovers, legal aspects - SEBI takeover regulations, procedural aspects, economic aspects, financial aspects, accounting aspects, taxation aspects, stamp duty and allied matters, payment of consideration, bail out takeovers, takeover of sick units.
Revival and Restructuring of Sick Companies
The problem of sick industries and their revival with special reference to the law relating to sick industrial companies.
Funding of Mergers and Takeovers
Financial alternatives, merits and demerits, funding through various types of financial instruments including preference shares, non-voting shares, buy-back of shares, hybrids, options and securities with differential rights, employer stock options and securities with differential rights, takeover finance, ECBs, funding through financial institutions and banks, rehabilitation finance, management buyouts.
Valuation of Shares and Business
Introduction, need and purpose; factors influencing valuation; methods of valuation.
Corporate Demergers/Splits and Divisions
Difference between demerger and reconstruction; modes of demerger - by agreement, under scheme of arrangement, by voluntary winding up; tax aspects, tax reliefs, Indian scenario, reverse mergers.
Post Merger Re-organisation
Accomplishment of objectives - criteria of success, profitability, gains to shareholders; post merger valuation; measuring post merger efficiency; factors in post merger reorganisation.
Buy-back of shares – concept and necessity; SEBI guidelines; Government’s guidelines, procedure and practice for buy-back of shares.
Integrating alliances into corporate strategy; preparing for alliance, cross cultural alliances; implementing and managing the alliances.
- Tata McGraw Hill Publishing Company Ltd, New Delhi
- Mergers et. Al;
- Snow White Publications Pvt, Ltd;
- Takeover of Companies
- Sarup & Sons, New Delhi
- Corporate Takeovers in India
- Bharat Publishing House
- Corporate Merger and Takeovers
- Company Law Journal, New Delhi
- Acquisition, Amalgamation, Merger Takeovers
- ICSI Publication
- Handbook on mergers and Amalgamation
- Jossey Bases Publisher
- Complete Guide to Merger and Acquisition
- Galpin Timothy J. Mark Headim
- Black Wall
- Readings in Mergers and Acquisitions
- Prentice Hall
- The Essence of Mergers & Acquisition
- ICSI, New Delhi
- Chartered Secretary
- L.M Sharma, Post Box No. 2693, New Delhi – 110005.
- Company Law Journal
- Corporate Law Advisers, Post Bag No.3, Vasant Vihar, New Delhi.
- Corporate Law Advisers
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