To provide legal, procedural and practical aspects of Corporate Restructuring, Valuation, Insolvency, Liquidation & Winding-up. Level of Knowledge : Expert Knowledge Detailed Contents Part I : Corporate Restructuring (40 Marks)
1. Types of Corporate Restructuring:
l Key definitions, Compromises, Arrangements, Mergers & Amalgamations
l Demergers & Slump Sale, Business Sale
l Joint Venture, Strategic Alliance, Reverse Merger
l Disinvestment
l Financial Restructuring (Buy-back, Alteration & Reduction)
2. Acquisition of Company/ Business:
*Acquisition of Company
*Takeover of Listed Companies:
*Legal Framework, Process & Compliances
3. Planning & Strategy:
*Case Studies pertaining to Merger, Amalgamation, Restructuring
*Studies of Judicial pronouncements
*Planning relating to acquisitions & takeovers *Protection of minority interest
*Succession Planning
*Managing Family Holdings through Trust
4. Process of M&A transactions:
*Key Concepts of M&A
*Law & Procedure
*M&A Due Diligence
*M&A Valuation
*M&A Structure finalization
*Post transaction integration
5. Documentation–Merger & Amalgamation:
*Drafting of Scheme
*Drafting of Notice and Explanatory Statement
*Drafting of Application & Petition
6. Accounting in Corporate Restructuring: Concept and Accounting Treatment:
*Methods of Accounting for Amalgamations - AS-14/ IndAS 103
*Treatment of Reserves, Goodwill
*Pre-Acquisition & Post- Acquisition Profit
*Accounting in Books of Transferor and Transferee
*Merger and De-Merger
*Acquisition of Business and Internal Reconstruction
7. Taxation & Stamp Duty aspects of Corporate Restructuring:
*Capital Gain l Set-off and carry forward under Income Tax Act
*Deemed Dividend
*Payment of Stamp Duty on scheme, payment of stamp duty on movable and immovable properties
8. Regulation of Combinations:
*Regulation of combinations under the Competition Act
*Kinds of combinations
*Exempted combinations
*Concept of relevant market and its importance
*Determination of combinations and any appreciable adverse effect
*Role of CCI
9. Regulatory Approvals of Scheme:
*From CCI, Income Tax, Stock Exchange, SEBI, RBI, RD, ROC, OL, Sector Regulators such as IRDA, TRAI, etc.
10. Fast Track Mergers:
*Small companies
*Holding and wholly owned companies
11. Cross Border Mergers
Part II : Valuation (20 Marks)
12. Overview of Business Valuation:
*Genesis of Valuation
*Need for Valuation
*Hindrances/ Bottlenecks in Valuation
*Business Valuation Approaches
*Principles of Valuation (Cost, Price and Value)
13. Valuation of Business and Assets for Corporate Restructuring:
*Type of Valuations
*Valuation Principles & Techniques for Merger
*Amalgamation, Slump Sale, Demerger
*Principles & Techniques of Reporting
*Relative Valuation and Swap Ratio Part III : Insolvency, Liquidation & Winding Up (40 Marks)
14. Insolvency:
*Historical Background
*Pillars of IBC, 2016 [IBBI, IPA, IP, AA, IU] l Key Definitions and Concepts
*Insolvency Initiation/Resolution under sections 7, 8 and 10
15. Application for Corporate Insolvency Resolution Process:
*Public announcement
*Management of affairs and operations of company as a going concern
*Raising of Interim Finance
*Preparation of Information Memorandum
17. Resolution Strategies:
*Restructuring of Equity & Debt
*Compromise & Arrangement
*Acquisition, Takeover & Change of Management
*Sale of Assets
18. Convening and Conduct of Meetings of Committee of Creditors:
*Constitution of Committee of Creditors
*Procedural aspects for meeting of creditors
19. Preparation & Approval of Resolution Plan:
*Contents of resolution plan
*Submission of resolution plan
*Approval of resolution plan
20. Pre-Packaged Insolvency Resolution Process:
*Governing Framework
*Eligibility for PPIRP
*Approval of Resolution Plan
*Closure of PPIRP
21. Cross Border Insolvency:
*International Perspective and Global Developments
*UNCITRAL Legislative Guide on Insolvency Laws
*US Bankruptcy Code, Chapter 11 reorganization
*Enabling provisions for cross border transactions under IBC
22. Liquidation on or after failing of Resolution Plan:
*Initiation of Liquidation l Distribution of assets
*Dissolution of corporate debtor
23. Voluntary Liquidation:
*Procedure for Voluntary Liquidation
*Powers and duties of the Liquidator
*Completion of Liquidation
24 Debt Recovery & SARFAESI:
*Non-Performing Assets
*Asset Reconstruction Company
*Security Interest (Enforcement) Rules, 2002
*Evaluation of various options available to bank viz. SARFASEI, DRT, Insolvency Proceedings
*Application to the Tribunal/Appellate Tribunal
25. Winding-up by Tribunal under the Companies Act, 2013
*Procedure of Winding-up by Tribunal
*Powers and Duties of the Company Liquidator
*Fraudulent preferences
26. Strike Off and Restoration of Name of the Company and LLP:
*Ways of striking off of companies
*Strike Off by ROC Suo-Motu
*Strike Off by Way of Filing an Application by the Company
*Procedure of striking off of the name of the company by way of an application to ROC
*Restoration of the company
*Appeal to NCLT for restoration of the name of the company
*Restoration of the LLP
