Certified Restructuring Manager

TABLE OF CONTENT

Introduction to Corporate Restructuring

• Pathways for Takeovers and Mergers
• Forms of Business Growth
• Sources of Finance for Business Growth

Corporate Failures

• Business Failure and Reorganization
• Symptoms of Bankruptcy or Failure

The Physiology of Business Failure

• Types of Business Failure
• To Reorganize or Liquidate
• Informal Alternatives for Failing Business

Dynamics of Restructuring

Historical Background from Indian perspective

• Present Scenario
• Global Scenario
• National Scenario

Corporate Strategy

• What we mean by strategies
• Levels of Strategies
• Strategic Planning

Competitive Advantage and Core Competencies

• Strategy Formulation and Execution
• Corporate Restructuring Strategies
• Motives for Restructuring

Provisions under various Indian laws enabling restructuring

• Provisions under Companies Act of
• Amalgamation under the Income-Tax Act,
• Demerger of Companies under Income-Tax Act,
• Accounting Standards

Divestitures

• Financial Evaluation of a Divestiture

De-Mergers

• Difference between Demerger and Reconstruction
• Tax Aspects of Demergers

Merger and Amalgamation

• Concept of Merger and Amalgamation
• Merger/Absorption

Reasons for Merger and Amalgamation

• Improving Economies of Scale

Categories of Merger

• Horizontal Merger
• Vertical Merger
• Conglomerate Merger
• Mergers and Acquisitions
• Types of Mergers
• Other Motives for Merger

The Merger Negotiation Process

• Tender Offers
• Valuing the target Company
• Terms of Mergers
• Illustration of the Problem of Merger Terms
• Factors Dominating Situations

Cost of Merger

• Estimating the Cost of a Merger
• The Consolidation

Methods of Merger/Amalgamation

• Preliminary Steps in Mergers
• Comparative Cost and Returns
• Filing of certified copy of Court’s order with RO
• Determination of Cut off Date

Procedural Aspects under Various Laws

• Procedural Aspects, Including Documentation for Merger/ Amalgamation
• Convening a Board Meeting
• Holding Meeting(s) as per Court’s Direction

Economic Aspects of Mergers etc

• Economic Considerations

Merger Management

• Strategic Management of Mergers
• Accounting Aspects of Merger and Amalgamation
• The Pooling of Interest Method

Financial Aspects of Merger/Amalgamation

• Financial Aspects of Merger/ Amalgamation including Valuation of Shares
• Methods of Valuation of Shares

Taxation Aspects

• Taxation Aspects of Mergers and Amalgamations
• Sale in the Course of Winding up
• The Human Aspects of Mergers and Amalgamations

Funding the Merger Process

• Funding of Mergers

Process of Funding

• Funding through Equity Share Capital
• Funding through Employees Stock Option Scheme
• Funding through Financial Institutions and Banks
• Funding through Rehabilitation Finance
• Funding through Public Deposits

Valuation of Shares and Business

• Need and Purpose
• Factors Influencing Valuation
• Merger Negotiations

DCF Method

• Discounted Cash Flows
• Discounted Cash flow Valuation Method
• Statutory Valuation

Other Models

Post Merger Re-Organization

Management of Financial Resources

• Post merger success and valuation

Measuring Post Merger Efficiency

• Criteria of a successful merger
• Measuring Key Indicators
• Merger & Acquisition Trend
• Funding
• Need for Financial Restructuring

The Agile Organisation

• Central Management

Takeover

• Meaning & Concept of Takeover

Bailout Takeovers

Economic Aspect of Takeover

• Financial & Economic Aspect of Takeover

Alliances

Implementing & Managing the Alliance

• Evaluating an Alliance