Merger, Acquisition and Corporate Restructuring

In earlier years, India was a highly regulated economy. To set-up an industry various licenses and registration under various enactments were required. The real opening up of the economy started with the ‘Industrial Policy’ 1991, whereby ‘continuity with change’ was emphasized and main thrust was on relaxations in industrial licensing, foreign investments, transfer of foreign technology and so on. Today, a restructuring wave is sweeping the corporate sector over the world, taking within its fold both big and small entities, comprising of old conglomerates to new companies and even the infrastructure and service sector. Mergers, amalgamations, acquisitions, consolidations and takeovers have become an integral part of new economic paradigm. The present book, ‘Merger, Acquisition and Corporate Restructuring’ aims to give its readers a comprehensive coverage of the theme from all perspectives strategic, legal, accounting, taxation, fund raising and valuation—a treatment which no other Indian book in the market has accomplished so far. The book not only caters to the syllabi of MBA courses of most Indian universities, but also meets the needs of PGDM, PGDFM, MMS, M.Com., MFC, CA, CS and ICWA students. We have made an attempt to cater to their special needs by supplementing each chapter with case studies. The key features of the book include:

• Students’ friendly book and a tutor at home.
• Unique presentation of subject matter in an orderly and innovative manner.
• Explanation of the entire development of corporate restructuring in lucid and interesting way.
• Coverage of different forms of corporate restructuring under the four major groups, like:
  expansion, contraction, corporate control and ownership change.
• Case Studies on various aspects of mergers, acquisitions and corporate restructuring.

Given its holistic approach in the discussion of various issues, we hope the teaching fraternity and the student community will find this book of grate use.

Contents –

SECTION 1 : Introductory
1. Financial Management: A Strategic Perspective
SECTION 2 : Corporate Restructuring: Basics
2. Corporate Restructuring: An Overview
3. Corporate Restructuring: A Growth Strategy
4. Forms of Corporate Restructuring
SECTION 3 : Corporate Restructuring: An Expansion Strategy
5. Merger
6. Acquisition
7. Risks in Merger and Acquisitions
8. Merger Proposal and Process
9. Due Diligence
10. Indian Regulations for M&A
11. M&A Issues and Agreement
12. Business Valuation
13. Valuation Methods
14. Funding the M&A
15. Taxation Aspects of M&A
16. Accounting for Merger and Acquisitions
17. Post-merger Issues
18. Joint Venture
19. Strategic Alliance
SECTION 4 : Corporate Restructuring: A Strategy for Contraction
20. Demerger
SECTION 5 : Corporate Restructuring: A Strategy for Corporate Control
21. Hostile Takeover and Defense Strategies
22. Shares Buyback
SECTION 6 : Corporate Restructuring: A Strategy for Changes in Ownership
23. Leveraged Buyout (LBO)
24. Employee Stock Option Plan (ESOP)
SECTION 7
25. Case Studies