Corporate Restructuring Law and Practice

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 . . .

1. Introduction

   Meaning of corporate restructuring, need, scope and modes of restructuring, historical background, global scenario, national scenario.

2. Strategies

   Strategic planning, competitive advantage and core competence, strategy formulation, routes for executing strategy – start up, mergers, acquisitions, takeovers, disinvestments and strategic alliances.

3. Mergers and Amalgamations

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   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.

4. Takeovers

   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.

5. 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.

6. 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.

7. Valuation of Shares and Business

   Introduction, need and purpose; factors influencing valuation; methods of valuation.

8. 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.

9. 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.

10. Financial Restructuring

    Buy-back of shares – concept and necessity; SEBI guidelines; Government’s guidelines, procedure and practice for buy-back of shares.

11. Alliances

    Integrating alliances into corporate strategy; preparing for alliance, cross cultural alliances; implementing and managing the alliances.

12. Legal Documentation.

13. Case Studies.

Readings

• Tata McGraw Hill Publishing Company Ltd, New Delhi

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  1. Mergers et. Al;
     • S. Ramanujam
• Snow White Publications Pvt, Ltd;
  1. Takeover of Companies
     • J.M Thakur
• Sarup & Sons, New Delhi
  1. Corporate Takeovers in India
     • V.K Kaushal
• Bharat Publishing House
  1. Corporate Merger and Takeovers
     • Dr. J.C. Varma
• Company Law Journal, New Delhi
  1. Acquisition, Amalgamation, Merger Takeovers
     • L.M .Sharma
• ICSI Publication
  1. Handbook on mergers and Amalgamation

References

• Jossey Bases Publisher
  1. Complete Guide to Merger and Acquisition
     • Galpin Timothy J. Mark Headim
• Black Wall
  1. Readings in Mergers and Acquisitions
     • Gaugman Partick Ed.
• Prentice Hall
  1. The Essence of Mergers & Acquisition
     • P.S. sudarsan

Journals

• ICSI, New Delhi
  1. Chartered Secretary
• L.M Sharma, Post Box No. 2693, New Delhi – 110005.
  1. Company Law Journal
• Corporate Law Advisers, Post Bag No.3, Vasant Vihar, New Delhi.
  1. Corporate Law Advisers

Other Relevant Books

Author Credit : Team Future Accountant