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LAW 507 Merger and Acquisition L T P C

Version: 1.1 4 0 0 4
Pre-requisites//Exposure Contract, Constitution, Company Law
co-requisites Investment Law
Semester IX
B.A.LL.B.(H.) & B.Sc.LL.B.(H.)

Objectives of the Course:

 To help students to understand the basic concepts of Merger & Acquisition.


 To impart students the process of M&A.
 To train students the relevant legal framework for M&A.
 To impart the students an working knowledge on M&A.

Teaching Learning Methodology:


In this course various teaching-learning methods shall be used with an objective to emphasize
a cooperative learning format. Student would be encouraged to participate in class room
discussions and make presentation on given subject. Discussions shall be combined with
instructor facilitated experiences and lectures. These methods particularly include:

Lecture Method
Problem Method
Case Study Method
Assignment Submission
Individual Presentation
Seminar Paper
Group Discussion

Evaluation Scheme:

Continuous Assessment 30 Points


Attendance 5 Points
Mid-Term 15Points

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End Term 50 Points

Course Content

Module-I: Introduction to Merger and Acquisition:

 Meaning of mergers and acquisitions (M & A),


 Motives behind the M & A,
 Advantages and disadvantages of M & A,
 Types of mergers and
 Steps for a successful merger.

Suggested Reading:

 A. Ramaiya, Guide to Companies Act, LexisNexis Butterworths, Wadhwa, Nagpur,


 M.C. Bhandari, Guide to Company Law Procedures, LexisNexis Butterworths,
Wadhwa, Nagpur,
 K.R. Sampath, Merger/Amalgamations, Takeovers,Joint Ventures, LLPs and
Corporate restructure, Snow White Publications;
 S. Ramanujam, Mergers et al, LexisNexis Butterworths, Wadhwa, Nagpur,
 Ray, Merger and Acquisitions Strategy, Valuation and Integration, PHI
 Companies Act 2013

Module-II: Merger and Amalgamation

 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 Government Companies

Suggested Reading:

 A. Ramaiya, Guide to Companies Act, LexisNexis Butterworths, Wadhwa, Nagpur,


 M.C. Bhandari, Guide to Company Law Procedures, LexisNexis Butterworths,
Wadhwa, Nagpur,
 K.R. Sampath, Merger/Amalgamations, Takeovers,Joint Ventures, LLPs and
Corporate restructure, Snow White Publications;
 S. Ramanujam, Mergers et al, LexisNexis Butterworths, Wadhwa, Nagpur,
 Ray, Merger and Acquisitions Strategy, Valuation and Integration, PHI
 Companies Act 2013

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Module-III: Corporate Demerger and Reverse Merger

 Meaning & Concept of Demerger; Characteristics 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

Suggested Reading:

 A. Ramaiya, Guide to Companies Act, LexisNexis Butterworths, Wadhwa, Nagpur,


 M.C. Bhandari, Guide to Company Law Procedures, LexisNexis Butterworths,
Wadhwa, Nagpur,
 K.R. Sampath, Merger/Amalgamations, Takeovers,Joint Ventures, LLPs and
Corporate restructure, Snow White Publications;
 S. Ramanujam, Mergers et al, LexisNexis Butterworths, Wadhwa, Nagpur,
 Ray, Merger and Acquisitions Strategy, Valuation and Integration, PHI
 Companies Act 2013

Module-IV: Takeover

 Meaning and Concept


 Types of Takeovers;
 Legal Aspects – SEBI Takeover Regulations
 Disclosure and Open Offer Requirements
 Bail Out Takeovers and Takeover of Sick Units
 Takeover Defences
 Cross Border Takeovers

Suggested Reading:

 A. Ramaiya, Guide to Companies Act, LexisNexis Butterworths, Wadhwa, Nagpur,


 M.C. Bhandari, Guide to Company Law Procedures, LexisNexis Butterworths,
Wadhwa, Nagpur,
 K.R. Sampath, Merger/Amalgamations, Takeovers,Joint Ventures, LLPs and
Corporate restructure, Snow White Publications;
 S. Ramanujam, Mergers et al, LexisNexis Butterworths, Wadhwa, Nagpur,
 Ray, Merger and Acquisitions Strategy, Valuation and Integration, PHI
 Companies Act 2013
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Module-V: Funding of Merger and Takeover

 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

Suggested Reading:

 A. Ramaiya, Guide to Companies Act, LexisNexis Butterworths, Wadhwa, Nagpur,


 M.C. Bhandari, Guide to Company Law Procedures, LexisNexis Butterworths,
Wadhwa, Nagpur,
 K.R. Sampath, Merger/Amalgamations, Takeovers,Joint Ventures, LLPs and
Corporate restructure, Snow White Publications;
 S. Ramanujam, Mergers et al, LexisNexis Butterworths, Wadhwa, Nagpur,
 Ray, Merger and Acquisitions Strategy, Valuation and Integration, PHI
 Companies Act 2013

Module-VI: Financial Restructuring

 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

Suggested Reading:

 A. Ramaiya, Guide to Companies Act, LexisNexis Butterworths, Wadhwa, Nagpur,


 M.C. Bhandari, Guide to Company Law Procedures, LexisNexis Butterworths,
Wadhwa, Nagpur,
 K.R. Sampath, Merger/Amalgamations, Takeovers,Joint Ventures, LLPs and
Corporate restructure, Snow White Publications;
 S. Ramanujam, Mergers et al, LexisNexis Butterworths, Wadhwa, Nagpur,
 Ray, Merger and Acquisitions Strategy, Valuation and Integration, PHI
 Companies Act 2013.

Module-VII: Post Merger Reorganization

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 Factors involved in Post Merger Reorganization
 Post-merger integration model
 Strategic interdependance and autonomy
 Political and cultural aspects in integration
 Rules of integration process
 Integration of Businesses and Operations
 Assessing Accomplishment of Post Merger Objectives;
 Measuring Post Merger Efficiency

Suggested Reading:

 A. Ramaiya, Guide to Companies Act, LexisNexis Butterworths, Wadhwa, Nagpur,


 M.C. Bhandari, Guide to Company Law Procedures, LexisNexis Butterworths,
Wadhwa, Nagpur,
 K.R. Sampath, Merger/Amalgamations, Takeovers,Joint Ventures, LLPs and
Corporate restructure, Snow White Publications;
 S. Ramanujam, Mergers et al, LexisNexis Butterworths, Wadhwa, Nagpur,
 Ray, Merger and Acquisitions Strategy, Valuation and Integration, PHI
 Companies Act 2013

Module-VIII: Joint Ventures

 Meaning of Joint ventures


 Characteristics of Joint ventures
 Role of Joint ventures in business strategy
 Tax aspects of joint ventures
 International Joint ventures
 Reasons for failures of Joint ventures
 Joint ventures Vis-à-vis Anti-trust policy

Suggested Reading:

 A. Ramaiya, Guide to Companies Act, LexisNexis Butterworths, Wadhwa, Nagpur,


 M.C. Bhandari, Guide to Company Law Procedures, LexisNexis Butterworths,
Wadhwa, Nagpur,
 K.R. Sampath, Merger/Amalgamations, Takeovers,Joint Ventures, LLPs and
Corporate restructure, Snow White Publications;
 S. Ramanujam, Mergers et al, LexisNexis Butterworths, Wadhwa, Nagpur,
 Ray, Merger and Acquisitions Strategy, Valuation and Integration, PHI
 Companies Act 2013

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