CS - Professional Programme : Module II - Corporate Restructuring and Insolvency

ICSICS (2008)PPSyllabus and Books • Module II - Corporate Restructuring and Insolvency

CS_PP :: Professional Programme
Paper 4 : Corporate Restructuring and Insolvency
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Expert knowledge


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.
9.Financial Restructuring
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.
10.Legal Documentation.
11.Case Studies.

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.
14.Winding up
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 - PrinciplesL.M.SharmaPractices & Regulatory Framework
Corporate Mergers, Amalgamations & TakeoversJ.C.VermaBharat Publishing House
Takeover Games & SEBI Takeover RegulationsN.L.Bhatia/Jagruti SampatRaxmann Allied Services
Guide to Takeovers & MergersSridharan & PandianWadhwa and Company Law Publisher
Corporate Growth through Mergers and AcquisitionsS.Shiva RamuResponse Books
Corporate RestructuringDr.K.R.ChandratreBharat Law House


Guide to Companies ActA. RamaiyaWadhwa
M & A Integration – A Framework for Executives and ManagersDavid M.SchweigerMcGraw Hill
Corporate Restructuring – Strategies & ImplicationsAIMA PublicationExcel Books
Mergers Restructuring & Corporate ControlFred J WestonPrentice-hall of India
Strategic Planning formulation of Corporate StrategyV.S.Ramaswami & S.Nama KumariMacmillan India
Strategic Planning & ManagementManohar L.GulatiExcel Books/ Amexcel Publishers
Corporate Restructuring Enhancing the Shareholder ValueRanjan Das/Udayan Kumar BasuMcGraw-Hill
Law of InsolvencyAvtar SinghEastern Book Company
Law and PracticeICSI PublicationMergers Amalgamations and Takeovers