Annexure ‘CD – 01’
L T P/S SW/FW PSDA TOTAL
CREDIT
UNITS
2 - - 2 3 3
COURSE TITLE: CORPORATE RE-STRUCTURING, MERGERS & ACQUISITIONS
Course Code: FIBA703 Credit Units: 03
Level: PG
Course Objectives: Corporate Re-structuring, Mergers and Acquisitions has become topics of great importance in the global corporate arena. The students
will learn to examine the reasons to acquire, choice of target and recognition of the anticipated challenges, risks and pitfalls of the approach. They will also
study some instances of corporate restructuring, whether they are driven by strategic considerations of external pressures, and again, the potential sources of
value creation, risks and challenges.
Pre-requisites: Candidates having basic knowledge of financial management
Course Learning Outcomes: On the successful completion of this course the student will be able to:
Identify the key issues and concepts of mergers and acquisitions.
Infer and interpret the major strategies that underlie most M&A transactions.
Examine the necessary conditions for value to be created.
Assess various case studies to analyze valuation strategies, pre and post-merger issues and challenges.
Course Contents/Syllabus:
Weightage (%)
Module I: Basics of Corporate Re-structuring, Mergers and Acquisitions 20
Descriptors/Topics
Meaning of Corporate Restructuring, various forms of Corporate Restructuring, Objectives of mergers, types of
mergers, Horizontal, Vertical, Conglomerate. The Merger and Acquisition Process, Theories of Merger, Success and
failure of Merger & Acquisition. De-merger, spin offs, split ups, split offs, Reverse Merger. Difference between De-
merger and Reverse Merger. Takeover Tactics and Takeover Defenses
Module II: Negotiation, Deal Structuring and Methods of Payment in Mergers and Acquisitions 15
Descriptors/Topics
Introduction, structuring of transactions, regulatory approval, deal making in India, methods of payment in M&A,
distinction between stock and cash transactions, types of exchange of shares.
Module III: Introduction to Acts and policies 15
Descriptors/Topics
Amalgamation as per AS-14 and IFRS. Merger Aspects under Competition Law, Competition Bill 2002. SEBI
regulations on Takeovers in India (Takeover Code), Role of Merchant Bankers in Mergers & Acquisition.
Module IV: Valuation of Target Companies 15
Descriptors/Topics
Concept of Value of a Company, Firm Valuation Models on Merger & Acquisition: (a) DCF Model, (b) Comparable
Company, (c) Book Value, (d) Adjusted Book Value (e) Enterprise Value, (f) Three Stage growth model, Swap Ratio,
Valuation Practices in India, LBO, MBO.
Module V: Taxation Aspects in M&A 15
Descriptors/Topics
Tax Implications: Tax Concession to amalgamated company, tax concession to amalgamating company in case of
Merger & Acquisition. Tax aspects related to demergers.
Module VI: Mergers and Acquisitions: Applications and Cases
Descriptors/Topics 20
Cases on Mergers and Acquisitions: Indian and International context. Post-Merger Issues and Challenges.
Pedagogy for Course Delivery: Tutorials, Interactive sessions, Case studies, Field visits, Management games, Extensive research projects, Seminars,
Weekend experience in companies - the course is covered by adopting a combination of lecture methods, class presentation by groups of students, self-study
sessions. Each student is required to do the background reading from the specified chapters of the prescribed book before coming to class. Cases are also to
be analyzed, discussed in groups (teams) outside the class as preparatory work.
PSDA 1: Take any merger and analyze negotiation,
deal-structuring and methods of payment in that merger.
PSDA 2: Take any recent merger of your choice and present pre and post-merger scenario report.
PSDA 3: Present Case Study on any recent merger (complete dissection)
Assessment/ Examination Scheme:
Theory L/T (%) Lab/Practical/Studio (%) End Term Examination
Theory Assessment (L&T):
Continuous Assessment/Internal Assessment End Term Examination
(40 %) (60 %)
Components (Drop down) Class Test Assignment PPT/Case Attendance End Term Exam
Linkage of PSDA with Take any merger and analyze negotiation, PresentStudy
Case Study
Internal Assessment deal-structuring and methods of payment on any recent
Component, if any in that merger. merger (complete
dissection)
Take any recent merger of your choice
and present pre and post-merger scenario
report.
Weightage (%) 10 15 10 5 60
Lab/ Practical/ Studio Assessment:
Continuous Assessment/Internal Assessment End Term Examination
Components (Drop down
Weightage (%)
Mapping Continuous Evaluation components/PSDA with CLOs
Bloom’s Level > Understanding Analysing Evaluating Creating
Course CLO1 CLO2 CLO3 CLO4
Learning
Outcomes
Assessment
type/PSDA
Assessment ✓ ✓ ✓ ✓
Component 1
Assessment ✓ ✓ ✓
Component 2
Assessment ✓ ✓ ✓ ✓
Component 3
Text & References:
Text:
J. Fred Weston, Kwang S. Chung, Susan E. Hoag, PHI, Mergers, Restructuring and Corporate Control.
References:
Rajeshwer C H, 2004, Merger and Acquisition - New Perspectives ICFAI Press
Sudi Sudarsanam: Creating Value from Mergers and Acquisitions: The Challenge, Pearson Publications
Prasad G. Godbole: Mergers Acquisitions and Corporate Restructuring, Vikas Publications.
B Rajesh Kumar: Mergers and Acquisitions, Text and Cases, Tata McGraw Hill
A. Ramaiya: Guide to Companies Act, LexisNexis Butterworths, Wadhwa, Nagpur
M.C. Bhandari: Guide to Company Law Procedures, LexisNexis Butterworths Wadhwa Nagpur
K. R. Sampath: Mergers/Amalgamations, Takeovers, Joint Ventures, LLPs and Corporate Restructure, Snow White Publications
S. Ramanujan: Mergers et al, LexisNexis Butterworths Wadhwa Nagpur
Ray: Mergers and Acquisitions Strategy, Valuation and Integration, PHI
Important Websites
(a) www.sebi.gov.in
(b) www.rbi.org.in
(c) www.finmin.nic.in
(d) www.dipp.nic.in
(e) www.mca.gov.in
(f) www.incometaxindia.gov.in
(g) www.indiataxes.com
