Beruflich Dokumente
Kultur Dokumente
Learning Objectives:
Equipping the students to understand the rationale for the process of Corporate
Restructuring , Mergers and Acquisitions and other Techniques.
Due Diligence and evaluation of target firms,
Cross Border acquisitions
Valuation of companies, methods of payments and financing in M & A.
Post-merger integration including HR issues in cultural integration.
Legal processes in M & A , SEBI regulatory requirements, Tax and accounting aspects.
Session Plan
Module Session Topic
1. 1-2 Introduction – Rationale for M & A
Framework for Mergers & Acquisitions,
Major types of Mergers and Acquisitions;
Motives and justification for mergers & acquisitions;
Economic rationale for mergers, major rationale for major types
of mergers, Horizontal mergers, Vertical mergers, Conglomerate
mergers, Concentric mergers.
Concept of Synergy- Various types of synergies.
Approaches to formulating strategy;
Due diligence of target firms
Readings:
Mergers, Restructuring and Corporate Control, PHI
J.Fred Weston, Kwang S. Chung and Susan E Hoag( Part-II, P.56-82
Prasad G. Godbole (IIMA). Mergers, Acquisitions and Corporate
Restructuring, Vikas Publishing, 2009; (P.3 to 8)
CASE :
Fast Track profit Model: Creating the new due diligence process for
mergers and acquisitions: Harvard Business Publishing;2008
Merger of Reliance Petroleum With Reliance Industries Ltd.
2. 3 Theories of Mergers:
Efficiency theory, Operating Synergy, Pure Diversification, Information and
Signaling, Hubris Hypothesis, Free Cash flow Hypothesis.
Readings:
Mergers and Acquisitions: Fred. J. Weston
Trautwein, F. (1990). Merger motives and merger
prescriptions. Strategic management journal, 11(4), 283-295.
Case Study :Merger of Ponds India Ltd with Hindustan Lever Ltd. ( A
Case on Legal Processes in M &A )
3. 4-6 Accounting and Tax Implications:
Accounting aspects in Mergers & Acquisitions
Bootstrapping
Calculation of post-merger value and gain to acquirer and target
Tax implications in M & A.
Cash vs. stock financing
Readings:
Prasad, G. Godbole ,IIMA,Mergers, Acquisitions and Corporate
Restructuring, , Vikas Publishing. Ch. 12 and Ch 13, P. 175-204
A Note on Tax and Accounting issues in mergers and acquisitions:
Harvard Business Publishing
Exercises in Tax and Accounting aspects
4 7-8
Deal structuring and financial strategies
Deal structuring process
Acquisition vehicle and post-closing organization
Legal form of selling entity
Tax and accounting consideration
Readings:
Donald M. De Pamphills
Readings:
Prasad G. Godbole (IIMA). Mergers, Acquisitions and Corporate
Restructuring, Vikas Publishing, 2009; ( P.9 to 32)
J.Fred Weston. Mergers, Restructuring and Corporate Control,
P. 56-82, 190-to 223.
Readings:
Mergers, Acquisitions and restructuring, Prasad G.Godbole(IIMA) Ch.5, 58-
68
Donald M DePamphilis Mergers, Acquisitions and other restructuring
Activities, Ch. 17, ( 649-680)
4. 12-16 Valuation of firms:
Measuring the discount rate: CAPM, WACC, Bond yield plus risk
premium, Gordon model, Fama French model, Ibbotson model.
Case Study :
Business Valuation in Mergers and acquisitions: HBS cases; Darden
Business Publishing; University of Virginia, October 2013.
Acquisition of Corus by Tata Steel ( A Case on Cross Border acquisition
and Funding Options for an acquisition)
Readings:
Prasad, G. Godbole ,IIMA,Mergers, Acquisitions and Corporate
Restructuring, , Vikas Publishing. Ch. 12 and Ch 13, P. 175-204
Readings:
Part-II, Ch. 6 ( P. 205-231)
Case Study –
Merger of Indian Airlines with Air India “ Key Issues in Due Diligence
and Integration – Lessons Learnt.”
7.
19-20 Group Presentation and Evaluation
Suggested Readings
Compulsory:
“Mergers, Restructuring & Corporate Control” by J. Fred Weston, Kwang S. Chung and
Susan E. Hoag (Prentice Hall India)
“Takeovers, Restructuring and Corporate Governance” by J. Fred Weston, Kwang S.
Chung and Juan A. Siu (Prentice Hall)
Valuation by Aswadh Damodaran (John Wiley)
Financial Management- MY Khan and PK Jain Tata Mcgraw Hill.Mergers,
Acquisitions and Takeovers- H.R. Machiraju, New Age International (P) Ltd.
Mergers, Acquisitions and Corporate Restructuring by Prasad. Godbole-Vikas Publishing
House (P) Ltd.
Corporate Restructuring-Enhancing Shareholder Value –Ranjan Das and Udyan Kumar
Bose- Tata Mcgraw Hill .
Mergers ,Acquisitions and other Restructuring Activities- Donald M. DePamphilis-2010
By Elsevier Inc.
References:
“Mergers et.al” Issues ,Implications and Case Laws by S.Ramanajum (Tata McGrow Hill)
“Mergers & Acquisitions of Companies” by P. Mohan Rao (Deep & Deep)
“Readings in Mergers & Acquisitions” by Patrick Vaughan (Blackwell)
“Corporate Finance: Theory & Practice” by Aswath Damodaran ( John Wiley)
“Exploring Corporate Strategy” by Garry Johnson & Kevan Scholes (Prentice Hall India)
Cartwright, Sue and Cary L. Cooper (1996), Managing Mergers, Acquisitions and
Strategic Alliances: Integrating People and Cultures,Butterworth- Heinemann Ltd., Second
edition.
Beckley, Peter J and Pervez N Ghauri (2002), International Mergers and Acquisitions- A
Reader, Thomson.
Case Studies on Mergers and Acquisitions (2004), ICFAI Center for
Management Research.
Advanced Corporate Finance –Chandrasekhar Krishnamurti and S. Vishwanathan PHI
Learning(P) Ltd.
Mergers and Acquisitions from A to Z –Andrew J Sherman and Milledge A Hart.
Valuation-Measuring and Managing the Value of Company Mckinsey and Co, Tom
Copeland ,Tim Koller.
Law and Practice of Mergers and acquisitions Jayant M Thakur Snow white Publishers
Corporate Mergers, Amalgamations and Takeovers-J.C.Verma –Bharat Publishing House
Evaluation Parameters
Unannounced Tests and quizzes 10 marks
Participation 05 marks
Project report 25 marks
Mid-term examination 20 marks
End term examination 40 marks
Pedagogy
The teaching methodology is a judicious blend of lectures, real life situation analysis, case
discussions and presentation by students of their project work and field study.