Faculty of Management Studies

University of Delhi
Corporate Restructuring and Insolvency
Course Objectives
To provide an in-depth understanding of financial, accounting, regulatory aspects and practical
issues relating to corporate restructuring. Understanding the linkages between corporate
restructuring and financial markets and the impact of the same of share price and on the business.
The course will be supplemented with cases studies.
Course content:
1.

Meaning of corporate restructuring

Needs , scope ,modes of restructuring, Indian and global scenario
2. Strategies
Mergers acquisitions, takeovers, disinvestments, strategic alliances, demerger and
hive offs.
3. Merger and amalgamation
Meaning, accounting and tax aspects, legal aspects, stamp duty, financial aspects,
interest of small investors, swap ratio, cross border mergers.
4. Takeovers
Meaning , types of takeovers, legal aspects, SEBI regulations, financial
accounting and tax aspects, stamp duty, payment of consideration, bailout
takeovers, takeover of sick units,
5. Funding of mergers and takeovers
Various financial instruments, ECB, Loans from banks and FI, management
buyout , leverage buyout, valuation of shares
6. Corporate demerger and reserve demerger
a. Concepts, modes, regulatory, tax, accounting aspects.
7. Post merger reorganization
Assessing accomplishment of post merger objectives, measuring post merger
efficiency
8. Financial restructuring
Reorganization of share capital, buyback of shares- accounting, financial and tax
aspects.
9. Revival, Rehabilitation and Restructuring of Sick Companies.
10. Securitization and Debt Recovery
Recovery of Debt Dues to Banks and Financial Institution.
11. Cases study
Case 1 Demerger L&T limited
Case 2 Overseas acquisition-Tata Corus deal
Case 3 Merger of ICICI with ICICI bank
Case 4 Slump Sale- by Primal by Abbott
Case 4 Multiples corporate restructuring- Reddy Laboratories Limited
Case 5 Leverage Buyout- Bharti Zain deal
Case 6 Takeover of profit earning company- HLL
1

References
1. Arzac, E.R., Valuation for Mergers, Buyouts and Restructuring, Second Edition, John
Wiley and Sons, Inc., 2008.
2. DePamphilis, D.M., Mergers, Acquisitions, and Other Restructuring Activities, Fourth
Edition, Academic Press, Elsevier Inc., 2008.
3.Gaughan, P.A., Mergers, Acquisitions and Corporate Restructurings, Fourth Edition,
John Wiley and Sons, Inc., 2007.
4. Gaughan, P.A., Mergers: What Can Go Wrong and How to Prevent It, John Wiley and
Sons, Inc., 2005.
5. Gilson, S.C., Creating Value Through Corporate Restructuring: Case Studies in
Bankruptcies, Buyouts and Breakups, John Wiley and Sons, Inc., 2001.
6. Hunt, P.A., Structuring Mergers & Acquisitions: A Guide To Creating Shareholder
Value, Third Edition, Wolters Kluwer, Law & Business, Aspen Publishers, 2007.
7. Lajoux, A.R. and Charles M. Elson, The Art of Due Diligence, McGraw-Hill, First
Edition, 2000.
8.Lajoux, A.R. and H. Peter Nesvold, The Art of M&A Structuring: Techniques for
Mitigating Financial, Tax, and Legal Risk, McGraw-Hill, 2003.
9. Reed, S.F., Alexandra Lajoux, and H.Peter Nesvold, The Art of M&A: A Merger
Acquisition Buyout, Fourth Edition, McGraw-Hill 2007.
12. Schweiger, D., M&A Integration: A Framework for Executives and Managers, First
Edition, McGraw-Hill, 2002.
11.Rosenbaum, J. and Joshua Pearl, Investment Banking: Valuation, Leveraged Buyouts,
and Mergers & Acquisitions, John Wiley and Sons, Inc., 2009.

12. J.C. Verma, Corporate Merger, Amalgamation, & Takeovers, Bharat Publishing House,
New Delhi.
13. N.L.Bhatia & Jagruti Sampat, Takeover games and SEBI Takeover Regulations,
Taxmann Allied Services Private Limited, New Delhi.