Corporate Restructuring, Mergers & Acquisitions, Buyouts and Divestitures

Programme Overview
Increasing global uncertainty, volatility in capital flows, intensifying business competition, disruptive technologies, changing consumer preferences, increasing investment, and financial risk are some of the factors influencing how business is conducted in the 21st century. Organisations are being driven to constantly reinventing themselves and competing on the basis of speed, cost, quality innovation, flexibility, and customer responsiveness. Corporate restructuring plays an important role in this overall strategy. At the same time, consolidation as a growth strategy to achieve scale is driving M&A to unprecedented levels. The development of new sectors, start-ups that are driving innovation, and disruptive businesses have created a new flavour for substantial acquisitions, buyouts, and divestitures.

This programme will provide expert conceptual and practical insights into the nuances of various methodologies for corporate restructuring, M&A methodologies, LBOs, and other such transactions that are commonly used in inorganic growth and strategic finance. Deal aspects such as choice of method, valuation, structuring, tax and regulatory framework will be covered in detail using case study discussions. Role play and group assignment are also included in the learning experience.

Programme Content

• Corporate Restructuring – Strategic Considerations
• Restructuring through Asset Route – rationale, alternative methods, process, valuation approaches in asset restructuring
• Divestitures and Slump Sale
• Restructuring through the Equity Route – rationale, alternative methods, process
• Tax considerations, statutory provisions in corporate restructuring
• Introduction to M&A strategy, motivations for acquisitions and takeovers from an acquirer’s perspective, Buyouts deals as distinct from substantial acquisitions, motivations for sell-offs and divestitures. Hostile bids, cross-border M&A, case studies.
• Valuation approaches in M&A
• Merger process, scheme of arrangement, company law and SEBI provisions, court process.
• Methodologies, pricing mechanisms, accounting implications, Takeover Code and regulatory framework for substantial acquisitions and buyouts in listed and unlisted space.
• Leveraged buyouts and scope in India, application in cross-border M&A
• Term Sheets in Acquisitions and Buyouts and important provisions thereof, Buyer Due Diligence Review, Reps and Warranties by Sellers.
• Investment Bankers and professional services in M&A – roles and responsibilities
• Engaging professional services in M&A
• Case Studies and Group work