Description

SYLLABUS

(1)    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.

(2)    Merger and  Amalgamation, Corporate Demerger and Reverse Merger:

• Introduction to Merger and Amalgamation, Corporate Demerger and Reverse Merger.
• 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.
• Cross Border Acquisition and 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.
• Meaning and Concept of Takeover.
• Types of Takeovers; Legal Aspects – SEBI Takeover Regulations.
• Disclosure and Open Offer Requirements.
• Bail Out Takeovers and Takeover of Sick Units.
• Takeover Defenses.
• Cross Border Takeovers.

(3)    Funding of Merger and Takeover and Financial Restructuring:

• 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.
• Reduction of Capital.
• Reorganization of Share Capital.
• Buy-Back of Shares – Concept and Necessity.
• Procedure for Buy-Back of Shares by Listed and Unlisted Companies.

(4)    Post-Merger Reorganization:

• Factors involved in Post-Merger Reorganization.
• Integration of Businesses and Operations.
• Assessing Accomplishment of Post-Merger Objectives; Measuring Post Merger Efficiency.