CS Professional Corporate Restructuring Important Topics

CS Professional Corporate Restructuring Important Topics

CS Professional Corporate Restructuring Important Topics

CS Professional Corporate Restructuring Important Topics.In the previous post, we have given CS Professional Corporate Restructuring important Chapters. Today we are providing important Topics of CS Professional Corporate Restructuring.Scroll Down

Best CS Professional CRVI Video Lectures

 CS Professional Corporate Restructuring Important Topics (VVImp)
• Acquisition under Section• Need for Corporate Restructuring

• Fast Track Merger (Section 233)

• Merger process under CA 2013 (in brief)

• Extra Territorial Jurisdiction -CCI (Sec 32)

• Process of Investigation under competition

• Amalgamation after the Balance Sheet date

• IND AS-393

• Amalgamation of Government Companies

• Holding-Subsidiary amalgamation (exemption from stamp duty)

• Withdrawal of offer under SAST (Mg 23)

• Leveraged Buy Out (LBO)

• Demerger under Income Tax Act

• Over capitalised – Under capitalised company

• Creeping Acquisition

• Common mistakes/Pitfalls in merger

• Disclosure under SAST

• Non-financial considerations in Valuation

• Reduction of capital without court sanction

• Valuation by a team of Experts

• Stamp duty aspects of merger (Li-Taka)

• Exemptions – Open Offer (Buy Back/Inter-se)

• Reverse Merger

 

• Market price (Cases in which Market price basis is not relevant)

• Valuation Documentation & Objectives

• Valuation under Slump Sale

• Differential Pricing under ICDR

• Corporate Insolvency Resolution Process

• Offer Price under SAST

• Assistance by Magistrate under SARFAESI
(Section 14)

• Functions of Resolution Professional

• Features of IBC

• Non-Applicability of SARFAESI in certain

• Validity of the SARFAESI ( Mardia
Chemicals Case )

• Appeal to DRAT (Section 20)

• Circumstances for winding up by the
Tribunal under Companies Act, 2013. 
• Mode of recovery of Debt (Section 25)

• Difference between Voluntary Winding up by (Members/Creditors)

• Definitions Cross Border Insolvency (Foreign Main/State etc)

• Triangular Merger
• Relief under Cross Border Insolvency

• De-minimis exemption (small target exemption)

• Features of Chapter 11 – United States

• Indirect Acquisition under SAST

 

Best Selling CS Professional Video Lectures Combo

INTRODUCTION & CONCEPTS

Need and scope of Corporate Restructuring                 

Types of Corporate Restructuring                   

Ways of growth of business organization                        

MERGERS & AMALGAMATIONS – LEGAL & PROCEDURAL ASPECTS              
Procedure of Mergers & Amalgamations

Types of merger                        

Sec 391 – 396                        

And relevant case laws relating to Mergers & Amalgamations             

Approvals of Stock Exchange in Scheme of Amalgamation                         

Application to High Court seeking direction to hold board meeting (Form 33 to 41)                        

Mihir Mafatlal Case Law                        

Takeover if unlisted and closely held companies                  

ECONOMIC & COMPETITION LAW ASPECTS OF MERGERS & AMALGAMATIONS
Threshold limits (Sec 5, 6, 32)
ACCOUNTING ASPECTS OF AMALGAMATIONS
Types of amalgamation

Method of Accounting for Amalgamation

FINANCIAL, STAMP DUTY & TAXATION ASPECTS OF AMALGAMATIONS

Important case laws relating to Topic

Taxation aspect 

INTEREST OF THE SMALL INVESTORS IN THE MERGERS       
Important case laws Relating To Topic

Protection of minority interest

AMALGAMATION OF BANKING AND GOVERNMENT COMPANIES                 
Amalgamation of two banking companies

Amalgamation of NBFC with banking companies

Amalgamation in case of two government companies or related to government companies  

CORPORATE DEMERGERS AND REVERSE MERGERS TAKEOVERS

Tax aspects of demerger and reverse merger                  

TAKEOVER
Open offer process

Exemption from open offer

Defense strategies

Kind of take-over             

Best CS Professional CRVI Video Lectures

FUNDING OF MERGERS AND TAKEOVERS

Funding through various types of financial instrument

FINANCIAL RESTRUCTURING

Buyback of shares

Reduction share capital

POST MERGER RE-ORGANISATION      

Factors And impact              

VALUATION INTRODUCTION AND TECHNIQUES     

Need and purpose of valuation

Factors affection valuation

Non-financial consideration in valuation

Basic methods of valuation

Discounted cash flow valuation method

Valuation by team of experts           

REGULATORY ASPECTS OF VALUATION WITH REFERENCE TO CORPORATE STRATEGIES

Important case laws on valuation

Regulatory aspects of valuation: SEBI Regulation

Valuation of brands

Regulation Framework for Insolvency in India UK and US Bankruptcy laws                      

REVIVAL AND RESTRUCTURING OF SICK COMPANIES           

SICA vs Companies act

Procedural aspect under SICA sec 15 to 21

Important case laws Relating To Topic                  

SECURITIZATION

DRT

Cancellation of certificate of registration

Case laws

Non applicability of the act in certain cases                                         

DEBT RECOVERY : CS Professional Corporate Restructuring Important Topics    

DRT

DRAT

Modes of recovery of debt       

WINDING UP : CS Professional Corporate Restructuring Important Topics

Insolvency vs winding up vs dissolution

Modes of winding up

Member’s voluntary winding up vs creditors

Inability to pay debts

Compulsory winding up 

Voluntary winding up

Important provisions applicable in case of every mode of winding up [Sec 529 (a) , 530 , 531]                

CROSS BORDER INSOLVENCY : CS Professional Corporate Restructuring Important Topics

UNCITRAL

Cross border insolvency

Key provision of model law

World bank principles

IMPORTANT TOPICS FOR ADVANCE COMPANY LAW

CS Professional Important Topics 

Here we are providing subject wise important topics to CS Professional students. See below How to prepare CS Professional Module – 1 Module – 2 and Module – 3. Click below links

Module I

Module II

Module III

CS Professional Important Chapters

Important Chapters of CS Professional Exam

Here we are providing subject wise important chapters to CS Professional students. See below How to prepare CS Professional Module – 1, Module – 2, Module – 3 and Elective Papers. Click below links

Module I

Paper 1. Advanced Company Law and Practice

Paper 2. Secretarial Audit, Compliance Management and Due Diligence

Best CS Professional Books to pass CS Exams

CS Professional Best Books to Pass CS Exams

ICSI Past Exam Question Papers

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