CS-PP ModuleII:Corporate Restruct&Insolvency
Created On: 27 January 2015 |
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CS-Professional Programme of Module II for Corporate Restructuring and Insolvency
CS_PP :: Professional Programme
CS-Professional Programme :Module II : Corporate Restructuring and Insolvency
CS_PP :: Professional Programme
Paper 4 : Corporate Restructuring and Insolvency
[One paper: Three Hours – 100 marks]
Level of Knowledge:
Expert knowledgeObjectives:
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. |
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| 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. |
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| 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. |
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| 15. | Cross Border Insolvency BACK |
