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Corporate M & A have become universal practices around the globe. In a globalised era, Mergers and Acquisitions take place within a single economy as well as across the globe when cross border transaction happens for survival, growth, expansion and achieving corporate objectives. The opening up of Indian economy is also supportive of these activities. The ever increasing number of M & A activities in India and overseas only suggests that this is going to stay. The objective of this course is to familiarize the participants with various aspects of Corporate Restructuring and Mergers and Acquisitions.

This course will equip students with the knowledge and skills necessary to understand how the various forms of corporate restructuring could impact shareholder value creation.

§ The course will train students to be able to understand Essence of Corporate Restructuring.
§ The students will be able to be trained to understand Shareholder vs. Stakeholder Theory.
§ After attending the course, students will be able to grasp capacity problems and strategic control map.
§ The course entails students to be able to understand agency costs of Free Cash Flows, Corporate Finance and takeovers, value maximizations, stakeholder theory & the corporate Objective.
§ Students will be able to be trained to have knowledge on Balance Sheet Restructuring and: Asset Restructuring
§ Be able to understand the significance of and different approaches to valuation in the context of M & A and conversant with legal provisions governing M & A.

3. Required Text Books and Reading Material

The class room teaching, discussions, books (text and reference) and course materials would be exhaustive and self-sufficient. I would prefer students to clear their doubts by raising questions at the end of each class or at the beginning of next class and participate in the class. However, following reference books, journals, articles and RBI Circulars can be looked in to have a better understanding of Corporate Restructuring.

a. Corporate Restructuring: From Cause Analysis to Execution By David Vance (Springer publication)
b. Mergers, Acquisitions & Corporate Restructuring Book by Ralph Malacrida and Rolf Watter
c. Mergers, Acquisitions, and other Restructuring Activities by DePamphilis
d. Mergers Acquisitions & Corporate Restructuring - Strategies & Practices by Rabi Narayan Kar/Minakshi (Author, Contributor)
e. Mergers and Acquisitions by Rajinder S.Arora, Kavita Shetty, and Sharad R. Kale(OXFORD)
f. Mergers, Acquisitions and Corporate Restructuring by Prasad G. Godbole(Vikas)
g. Mergers, Acquisitions and Corporate Restructuring by Chandrasekhar Krishnamurti & S.R.Viswanath ( Sage Publication )
h. Creating Value from Mergers and Acquisitions by Sudi Sudarsanam (Pearson)
i. Disinvestment Policy, procedures and Progress (Ministry of Disinvestment, Govt. of India)
j. Takeovers, Restructuring and Corporate ^Governance Weston Fred J., Mitchell Mark L. & Mulherin J. Harold, Pearson-Prentice Hall

Session Number	Topics/Activities
1	§ Main Forms of Corporate Restructuring § Corporate Debt restructuring § Sustainable Growth and sustainable debt
2 & 3	§ Shareholder Vs. Stakeholder Theory § Agency theory and problem of free cash flows § Corporate Debt restructuring § Sustainable Growth and sustainable debt § Leveraging assets to raise capital § Balance Sheet Restructuring: § Asset Restructuring § Modes of asset disposition
4 & 5	a. Motives behind Mergers and Acquisitions, Strategies for entering a new market, Value creation strategy in M&A. b. Valuing synergy in M&A deals c. Financial Due Diligence d. Accounting Due Diligence
6	Basics of business valuation Readings : a. Business valuation : a primer b. An introduction to cash flow valuation methods c. Principles of Valuation
7	§ Legal framework governing M&A- Companies Act, 2013, SEBI Takeover Code, § Regulatory Issues in M&A: § How important is accounting issues in M&A
8	Financing M&A Deal Structuring in M&A Risk Management in M&A a. Stock or cash? b. Technical Note on structuring and valuing incentive payments in M&A c. What determines the financing decision in corporate takeovers: Cost of capital, agency
9	Economic value Added (EVA) and shareholder wealth EVA measurement Drivers of EVA Relationship between EVA and Market value Added (MVA). Readings : § Linkage between economic value added and market value : an analysis § EVA and divisional performance measurement : capturing synergies and other
10	Corporate restructuring transactions  Hostile vs friendly takeovers  Overview of merger analysis, target valuation and bid price  Value effects of takeovers and acquisitions  Divestitures, LBOs, MBOs
	Other aspects that can be covered: a. Operational Restructuring – The Anatomy of a Bankruptcy  Financial distress and consequences  Settlements without formal bankruptcy  Reorganization in bankruptcy  Liquidation in bankruptcy b. Corporate Restructuring – Optimal Capital Structure – Practical Applications & Best Practices § Analyzing the capital structure of companies using different techniques § Choosing an optimal capital structure c. Use of Hybrid Financing in restructuring decisions  Preferred stock, Convertible bonds and Warrants  Hybrid financing choices and impact on Firm value

The course would be conducted through lectures, case discussions, and illustrations. Reading materials would be provided by the faculty and students have read books (Text & Reference). However, students may refer to journals (e.g. Mckinsey Quarterly, Harvard Business Review, Journal of Applied Corporate Finance, and Financial Management), CMIE’s monthly bulletin (Mergers and Acquisitions) and reference texts (mentioned above).

Class Participation : 10%

Quiz : 10%

Mid Term Examination : 30%

End Term Examination : 50%

The faculty expects from its students a high level of responsibility and academic honesty. Because the value of an academic degree depends upon the absolute integrity of the work done by the student for that degree, it is imperative that a student demonstrate a high standard of individual honor in his or her scholastic work.

Scholastic dishonesty includes, but is not limited to, statements, acts or omissions related to applications for enrollment or the award of a degree, and/or the submission as one’s own work or material that is not one’s own. As a general rule, scholastic dishonesty involves one of the following acts: cheating, plagiarism, collusion and/or falsifying academic records. Students suspected of academic dishonesty are subject to disciplinary proceedings.

Created By: Alora Kar on 11/17/2018 at 09:04 AM
Category: MBA(Exe.)2018-19 T-III Doctype: Document