Corporate Restructuring and M&A

Maharashtra National Law University, Aurangabad · LL.B. Semester 8

Unit I — Introduction

The concept of Corporate Restructuring - Need, Scope and Modes of Restructuring - Historical Background- Recent developments in Planning, Formulation and Execution of various Restructuring strategies.

Unit II — Merger and Amalgamation

Meaning and Interpretation- Legal and Regulatory framework- Merger Aspects under Competition Law-Amalgamation of Government Companies and Banking Companies - Cross Border Mergers - Case Studies

Unit III — Takeover and Substantial Acquisition

Meaning and Concept- Types of Takeover strategies- Bail out Takeover & Takeover of Sick Units- Legal Aspects – Takeover Defences - Cross Border Takeovers.

Unit IV — Demerger, Reverse Merger and Voluntary Winding Up

Introduction and Concept- Modes of Demerger- Legal framework- Concept of Reverse Mergers.

Unit V — Financial Restructuring and Funding of Restructuring

Reduction of Capital, Reorganisation of Share Capital, Buy Back of Shares, Financial Alternatives for Funding of M&A, Types of Financial Instruments, Rehabilitation Finance, Management Buyouts and Leveraged Buyouts.

Unit VI — Post-Merger Reorganisation

Introduction, Factors involved in Post Merger Reorganisation, Integration of business and Operations, Assessing accomplishment of Post Merger Objectives, Measuring Post Merger Efficiencies.