17MBAFM401 Mergers, Acquisitions & Corporate Restructuring syllabus for MBA

Mergers- types of merger– theories of mergers- operating, financial and managerial synergy of mergers – value creation in horizontal, vertical and conglomerate mergers – internal and external change forces contributing to M & A activities- Impact of M & A on stakeholders.

M & A – A strategic perspective- industry life cycle and product life cycle analysis in M&A decision, strategic approaches to M&A- SWOT analysis, BCG matrix.

Corporate restructuring – significance - forms of restructuring – joint ventures – sell off and spin off – divestitures – equity carve out – leveraged buy outs (LBO) – management buy outs – master limited partnership– Limited Liability Partnership (LLP) in India: Nature and 91 incorporation of LLP-De merger- strategic alliance- buyback of shares.

Merger Process: Dynamics of M&A process - identification of targets – negotiation - closing the deal. Five-stage model – Due diligence– Types - due diligence strategy and process - due diligence challenges. Process of merger integration – organizational and human aspects – managerial challenges of M & A.

Methods of financing mergers – cash offer, share exchange ratio – mergers as a capital budgeting decision Synergies from M&A: Operating and Financial synergy Accounting for amalgamation – amalgamation in the nature of merger and amalgamation in the nature of purchase- pooling of interest method, purchase method – procedure laid down under Indian companies act of 1956

Takeovers, types, takeover strategies, - Takeover defences – financial defensive measures – methods of resistance – anti-takeover amendments – poison pills

Legal aspects of Mergers/amalgamations and acquisitions/takeovers- Combination and Competition Act- Competition Commission of India (CCI), The SEBI Substantial Acquisition of Shares and Takeover code

Practical component:

• Pick up any latest M&A deal.
• Generate the details of the deal and then study the deal in the light of the following.
• Nature of the deal: merger, acquisition, or takeover. If it is a merger, what type of merger is it?
• Synergies likely to emerge to the combining and the combined firm(s) from the deal · The valuation for the merger
• The basis for exchange rate determination

RECOMMENDED BOOKS:

• Mergers, Restructuring And Corporate Control, Fred Weston, Kwang S Chung, Susan E Hoag, 4/e, Pearson Education.
• Corporate Finance-Theory And Practice – AswathDamodaran – John Wiley & Sons.
• Takeovers, Restructuring And Corporate Governance, Weston, Mitchell And Mulherin - 4/e, Pearson Education, 2003.
• Mergers, Ramanujam et al, TMH, 2003. • Advanced Accounts Vol. 2 – Shukla & Grewal, S.Chand& Sons.
• Mergers and Acquisitions, Rajinder S. Aurora, Kavita Shetty and Sharad R. Kale, Oxford University Press, 2011.

REFERENCE BOOKS:

• Value Creation from Mergers And Acquisitions, SudiSudarsanam – 1/e, Pearson Education, 2003.
• Merger Acquisitions & Corporate Restructuring – Chandrashekar Krishna Murthy &Vishwanath. S.R – Sage Publication.
• Mergers, acquisitions and Corporate Restructuring, NishikantJha, Himalaya Publishing House, 2011.
• Corporate Restructuring, Bhagaban Das, DebdasRaskhit and SathyaSwaroopDebasish, Himalaya Publishing, 2009.
• Business Legislation for Management, M.C. Kuchhal and VivekKuchhal, 4/e, Vikas Publishing House, 2013.