Corporate Restructuring And Insolvency

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2 Paper 4 Corporate Restructuring And Insolvency Syllabus... Q&A-4.2 Bird's-Eye View... Q&A-4.4 Line Chart... Q&A-4.8 Frequency Table Showing Distribution of Marks... Q&A-4.9 Frequency Table Showing Marks of Compulsory Questions... Q&A-4.10 Legends for the Graphs... Q&A-4.11 Study Material Based Contents 1. Study (I) Introduction... Q&A Study (II) Strategies... Q&A-4.2. Study (III)... Q&A Study (IV) Takeovers... Q&A Study (V) Funding of Mergers and Takeovers... Q&A Study (VI) Valuation of Shares and Business... Q&A Study (VII) Corporate Demergers and Reverse Mergers... Q&A Study (VIII) Post Merger Re-organisation... Q&A Study (IX) Financial Restructuring... Q&A Study (X) Revival and Restructuring of Sick Companies... Q&A Study (XI) Case Studies... Q&A Study (XII) Legal Documentation... Q&A Study (XIII)... Q&A Study (XIV)... Q&A Study (XV)... Q&A Objective Questions... Q&A-4.27 Question Paper of December, Q&A Question Paper of June, Q&A Question Paper of December, Q&A Question Paper of June, Q&A Q&A-4.1

3 Syllabus Paper 4 (100 marks) Corporate Restructuring and Insolvency Level of knowledge : Expert knowledge. Objectives : To provide an in-depth understanding of all aspects of law and practical issues relating to corporate restructuring and insolvency. Part A : Corporate Restructuring (70 marks) Detailed contents : 1. Introduction Meaning of corporate restructuring, need, scope and modes of restructuring, historical background, global scenario, national scenario. 2. Strategies Planning, formulation and execution of various corporate restructuring strategies - mergers, acquisitions, takeovers, disinvestments and strategic alliances, demergers and hiving off.. Meaning and concept; legal, procedural, economic, accounting, taxation and financial aspects of mergers and amalgamations including stamp duty and allied matters; interest of small investors; merger aspects under competition law; jurisdiction of courts; filing of various forms; Amalgamation of banking companies and procedure related to Government companies; Cross border mergers. 4. Takeovers Meaning and concept; types of takeovers; legal aspects - SEBI takeover regulations; procedural, economic, financial, accounting and taxation aspects; stamp duty and allied matters; payment of consideration; bail out takeovers and takeover of sick units; takeover defences; cross border takeovers. 5. Funding of Mergers and Takeovers Financial alternatives; merits and demerits; funding through various types of financial instruments including equity and preference shares, options and securities with differential rights, swaps, stock options; ECBs, funding through financial institutions and banks; rehabilitation finance; management buyouts/leveraged buyouts.. Valuation of Shares and Business Introduction; need and purpose; factors influencing valuation; methods of valuation of shares; corporate and business valuation. 7. Corporate Demergers and Reverse Mergers Concept of demerger; modes of demerger - by agreement, under scheme of arrangement; demerger and voluntary winding up; legal and procedural Q&A-4.2

4 aspects; tax aspects and reliefs; reverse mergers procedural aspects and tax implications. 8. Post Merger Re-organisation Factors in post merger reorganization: integration of businesses and operations, financial accounting, taxation, post merger valuation, human and cultural aspects; assessing accomplishment of post merger objectives; measuring post merger efficiency. 9. Financial Restructuring Reduction of capital; reorganisation of share capital Buy-back of shares concept and necessity; procedure for buy-back of shares by listed and unlisted companies. 10. Legal Documentation. 11. Case Studies. Part B Corporate Insolvency (0 Marks) 12. Revival, Rehabilitation and Restructuring of Sick Companies Sick companies and their revival with special reference to the law and procedure relating to sick companies. 1. Securitisation and Debt Recovery Securitisation Act : Overview of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002; process; participants; Special Purpose Vehicle (SPV), Asset Reconstruction Companies (ARCs), Qualified Institutional Buyers (QIB). Debt Recovery Act : Overview of the Recovery of Debts Due to Banks and Financial Institutions Act, 199; Tribunal, Procedure; compromises and arrangements with banks and creditors.. Winding up Concept; modes of winding up; administrative machinery for winding up. Winding up process and procedure; managing stakeholders and parties in liquidation; conducting meetings of shareholders/creditors etc.; dealing with contracts; managing estate; outsourcing responsibilities to professionals/service providers such as valuers, security agencies, etc; best practices in performing liquidation/administrator functions; accountability and liabilities; Role of liquidators and insolvency practitioners. Consequences of winding up; winding up of unregistered companies; dissolution... Q&A-4.

5 Bird's-Eye View Paper 4 Corporate Restructuring - And Insolvency Question Paper Based Contents of Last Five Examinations Years Q. No. Chapter Page No. Name No (a) 78 June 1 Objective Questions Financial Restructuring (a) 7 55 Valuation of Shares Business 12. (a) 4 Takeovers " (a) 5 Funding of Mergers and Takeovers 119 (i) 4 Takeovers 99 (ii) 4 " (a) 9 Financial Restructuring Legal Documentation 22 (d)(i) 9 Financial Restructuring 187 (ii) (iii) (a) 10 Revival and Restructuring of Sick Companies (a) (a) 272 (i) 1 27 (ii) 24 (iii) (a) 7 Corporate Demergers and Reverse Mergers 10 Dec. 1 Objective Questions (d) 2 Strategies 0 2. (a) Valuation of Shares Business 0 Q&A-4.4

6 2012 June. (a) 4. (a) 5. (a). (a) (i) (ii) 7. (a) 8. (a) 1. (a) (d) 2. (a). 4. (a) 5. (a). (a) 7. (a) 8. (a) Takeovers Financial Restructuring Valuation of Shares Business Financial Restructuring Takeovers Revival and Restructuring of Sick Companies Strategies Objective Questions Funding of Mergers and Takeovers Financial Restructuring Funding of Mergers and Takeovers Valuation of Shares Business Corporate Demergers and Reverse Mergers Revival and Restructuring of Sick Companies Q&A-4.5

7 2012 Dec. 201 June 1. (a) (d) 2. (a).(a) (i) (ii) 4. (a) 5. (a). (a) 7. (a) 8. (a) (i) (ii) 1. (a) (d) 2. (a). (a) 4. (a) 5. (a) Objective Questions Strategies Valuation of Shares Business Corporate Demergers and Reverse Mergers Legal Documentation Valuation of Shares Business Legal Documentation Introduction Strategies Takeovers Objective Questions Post Merger Re-organisation Corporate Demergers and Reverse Mergers Valuation of Shares Business Legal Documentation Takeovers Takeovers Q&A

8 . (a) 7. (a) 8. (a)(i) (ii) (iii) Q&A-4.7

9 Line Chart Page Q&A-4.8

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11 Solved Scanner CS Professional Programme Corporate Restructuring and Insolvency Paper-4 Dec % OFF Publisher : Shuchita Prakashan ISBN : Author : Dr. Arun Kumar, CA Ankur Garg and CA Ankit Garg Type the URL : 5 Get this ebook