Table of Content
 

 

 

Introduction to Corporate Restructuring

  • Pathways for Takeovers and Mergers
  • Forms of Business Growth
  • Sources of Finance for Business Growth

Corporate Failures

  • Business Failure and Reorganization
  • Symptoms of Bankruptcy or Failure

The Physiology of Business Failure

  • Types of Business Failure
  • To Reorganize or Liquidate
  • Informal Alternatives for Failing Business

Dynamics of Restructuring

Historical Background from Indian perspective

  • Present Scenario
  • Global Scenario
  • National Scenario

Corporate Strategy

  • What we mean by strategies
  • Levels of Strategies
  • Strategic Planning

Competitive Advantage and Core Competencies

  • Strategy Formulation and Execution
  • Corporate Restructuring Strategies
  • Motives for Restructuring

Provisions under various Indian laws enabling restructuring

  • Provisions under Companies Act of
  • Amalgamation under the Income-Tax Act,
  • Demerger of Companies under Income-Tax Act,
  • Accounting Standards

Divestitures

  • Financial Evaluation of a Divestiture

De-Mergers

  • Difference between Demerger and Reconstruction
  • Tax Aspects of Demergers

Merger and Amalgamation

  • Concept of Merger and Amalgamation
  • Merger/Absorption

Reasons for Merger and Amalgamation

  • Improving Economies of Scale

Categories of Merger

  • Horizontal Merger
  • Vertical Merger
  • Conglomerate Merger
  • Mergers and Acquisitions
  • Types of Mergers
  • Other Motives for Merger

The Merger Negotiation Process

  • Tender Offers
  • Valuing the target Company
  • Terms of Mergers
  • Illustration of the Problem of Merger Terms
  • Factors Dominating Situations

Cost of Merger

  • Estimating the Cost of a Merger
  • The Consolidation

Methods of Merger/Amalgamation

  • Preliminary Steps in Mergers
  • Comparative Cost and Returns
  • Filing of certified copy of Court’s order with RO
  • Determination of Cut off Date

Procedural Aspects under Various Laws

  • Procedural Aspects, Including Documentation for Merger/ Amalgamation
  • Convening a Board Meeting
  • Holding Meeting(s) as per Court’s Direction

Economic Aspects of Mergers etc

  • Economic Considerations

Merger Management

  • Strategic Management of Mergers
  • Accounting Aspects of Merger and Amalgamation
  • The Pooling of Interest Method

Financial Aspects of Merger/Amalgamation

  • Financial Aspects of Merger/ Amalgamation including Valuation of Shares
  • Methods of Valuation of Shares

Taxation Aspects

  • Taxation Aspects of Mergers and Amalgamations
  • Sale in the Course of Winding up
  • The Human Aspects of Mergers and Amalgamations

Funding the Merger Process

  • Funding of Mergers

Process of Funding

  • Funding through Equity Share Capital
  • Funding through Employees Stock Option Scheme
  • Funding through Financial Institutions and Banks
  • Funding through Rehabilitation Finance
  • Funding through Public Deposits

Valuation of Shares and Business

  • Need and Purpose
  • Factors Influencing Valuation
  • Merger Negotiations

DCF Method

  • Discounted Cash Flows
  • Discounted Cash flow Valuation Method
  • Statutory Valuation

Other Models

Post Merger Re-Organization

Management of Financial Resources

  • Post merger success and valuation

Measuring Post Merger Efficiency

  • Criteria of a successful merger
  • Measuring Key Indicators
  • Merger & Acquisition Trend
  • Funding
  • Need for Financial Restructuring

The Agile Organisation

  • Central Management

Takeover

  • Meaning & Concept of Takeover

Bailout Takeovers

Economic Aspect of Takeover

  • Financial & Economic Aspect of Takeover

Alliances

Implementing & Managing the Alliance

  • Evaluating an Alliance

 

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