MERGER & ACQUISTIONS AND CORPORATE RESTRUCTURING

Corporate Restructuring: Meaning, significance, Different Methods of Restructuring-Joint Ventures, Sell Off and Spin Off, Divestitures, Equity Carve Out, Leveraged Buy Outs (LBO), Management Buy Outs (MBO), Master limited partnership, ESOP

                  Corporate Restructuring practices adopted in India, Role of SEBI, RBI and  Competition Commission of India

Mergers and Acquisition- An Introduction: Meaning, Motives and types, Difference between Merger and Acquisitions, Merger and Acquisition problems, Stakeholder Expectations in Mergers and Acquisitions, Reasons for buying or selling a business, Factors contributing to success and failure of Merger & Acquisition Deal, Process of Merger & Acquisition

Mergers and Acquisitions: A Strategic Perspective
Concept of Due Diligence, Types of Due Diligence, Parties interested in Due Diligence, Steps in Due Diligence- Planning Phase, Data Collection Phase, Data Analysis Phase, Data Reporting & Discussion Phase Deal, Negotiation – Factors discussed before and after finalizing the deal, Causes of Dispute at time of negotiation and execution of terms of deal

Corporate Valuation: Concept of Valuation, Objectives of Corporate Valuation, Corporate V/s Equity Valuation, Factors influencing value of a business, Principles of Business Valuation, Over Valuation and Under Valuation, Different types of values - Fair Market Value, Fair Value, Book Value, Intrinsic Value, Replacement Value, Liquidation Value, Going Concern Value, Equity Interest Value, Insurable Value, Approaches of Business Valuation- Asset-based approaches, Earning value approaches, Market value approaches, Exchange Ratio-Concept & Significance of Swap Ratio, Determinants of Swap Ratio, Methods of Calculation of Swap Ratio.

Takeovers
Introduction, Reasons for Takeovers, Types of Takeovers, Takeover Tactics- Dawn Raid, Bear Hug, Saturday Night Special, Proxy Fight, Takeover Defenses- Divestiture, Crown Jewels, Poison Pill, Greenmail, White Knight, Advantages and Disadvantages of Takeovers.
Post-Merger Integration Planning: Factors considered in Post-merger Integration Planning – HRM issues, Political and cultural compatibility, management interdependencies and autonomy, Problems faced in integration, rules for effective integration post-merger.