Corporate Restructuring and Insolvency

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

Level of Knowledge:

Expert knowledge

Objectives:

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)

1.	Introduction
	Meaning of corporate restructuring, need, scope and modes of restructuring, historical background, global scenario, national scenario.
2.	Strategies
	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.
4.	Takeovers
	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