CS Professional Corporate Restructuring Video Classes : The purpose of these Video Lectures is to provide an in-depth understanding of all aspects and intricacies of law and practical issues affecting and arising out of Corporate Restructuring, Valuation as well as Insolvency, aims at through each phase of preparation, stressing upon and dealing, exhaustively with key concepts, legislative aspects and procedures, duly annotated with judicial references.
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We have provided the chapter wise index for this subject below
CS Professional Corporate Restructuring Video Classes : Chapter 1 : INTRODUCTION & CONCEPTS |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Introduction, Meaning of Corporate Restructuring, Corporate Restructuring as a Business Strategy, Need and Scope of Corporate Restructuring, Planning, Formulation and Execution of Various Restructuring Strategies, Important Aspects to be considered while Planning or Implementing Corporate Restructuring Strategies, Merger, Demerger, Reverse merger, Disinvestment, Takeover/acquisition, Joint Venture (JV), Strategic Alliance, Franchising, Slump sale, Corporate Restructuring – Historical Background, Expanding Role of Professionals in Corporate Restructuring Process, Companies Act, 2013, Salient feature of Companies Act, 2013 relating to corporate restructuring, Winding Up, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 2 : MERGERS AND AMALGAMATIONS – LEGAL AND PROCEDURAL ASPECTS |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Provisions of the Companies Act, 2013, Approvals in Scheme of Amalgamation, Steps involved in Merger – A Flow Chart, Judicial pronouncements, Filing of various forms in the process of merger/amalgamation, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 3 : ECONOMIC AND COMPETITION LAW ASPECTS OF MERGERS AND AMALGAMATIONS |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Economic Aspects, Reasons for Merger and Amalgamation, Underlying Objectives in Mergers, Competition Aspects of Combinations, Competition Act, 2002, Combination under Competition Act, 2002, Inquiry into Combination by the Commission, Procedure for Investigation of Combination, Inquiry into Disclosures under Section 6(2), Power to Impose Penalty for Non-Furnishing of Information on Combination, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 4 : ACCOUNTING ASPECTS OF AMALGAMATIONS |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Applicability, Types of Amalgamation, Methods of Accounting for Amalgamation, The Pooling of Interest Method, The Purchase Method, Consideration for Amalgamation, Treatment of Reserves on Amalgamation, Goodwill on Amalgamation, Balance of Profit and Loss Account, Disclosure Requirements, Amalgamation after the Balance Sheet Date, IndAS-103- for Bussiness Combinations, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 5 : FINANCIAL, STAMP DUTY AND TAXATION ASPECTS OF AMALGAMATION |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Financial Aspects of Mergers and Amalgamations, Stamp Duty Aspects of Mergers and Amalgamations, Taxation Aspects of Mergers and Amalgamations, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 6 : INTEREST OF THE SMALL INVESTORS IN MERGER |
| Topics Covered in this Chapter |
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Lesson Outlines, Learning Objectives, Introduction, Minority and ‘Minority Interest’ under Companies Act, Rights of Minority Shareholders during Mergers/Amalgamations/Takeovers, Legal Provisions of the Companies Act, 2013, Protection of Minority Interest, The Tribunal Considers Minority Interest while approving the Scheme of Merger, Some Judicial Pronouncements, Majority Approval cannot Deprive Minority from Raising Objections, Fair and reasonable Scheme made in good faith, Lesson Roundup, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 7 : AMALGAMATION OF BANKING AND GOVERNMENT COMPANIES |
| Topics Covered in this Chapter |
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Lesson Outlines, Learning Objectives, Amalgamation of Banking Companies, Background, Master Directions Issued by RBI for Amalgamation, Amalgamation between two Banking Companies, Approval by Reserve Bank of India, Amalgamation of an NBFC with a Banking Company, Prior Approval of RBI in Cases of Acquisition or transfer of control of deposit taking NBFCs, Prior Approval of RBI for Acquisition and Change in Control of Management of NBFC, Procedure for Merger and Amalgamation Related to Government Companies, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 8 : CORPORATE DEMERGERS AND REVERSE MERGERS |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Introduction, Demerger under the Companies Act, 2013, Demerger under Income Tax Act 1961, Meaning of Demerged Company, Some Examples–Demerger, The Meeting Pursuant to Court Order Approving Demerger, The Court Order Approving Demerger, Difference between Demerger and Reconstruction, Types of Demerger, Partial Demerger, Complete Demerger, Procedural Aspects of Demerger, Rules and Forms in Respect of Scheme of Demerger, Tax Aspects of Demerger, Tax Concessions to Demerged Company, Tax Concessions to the Shareholders of the Demerged Company, Tax Concessions to the Resulting Company, Judicial Pronouncements on Demerger, Disclosure of Ratio of Exchange of Shares, Application of AS-14 to Demergers, Reverse Merger, Salient Features of Reverse Mergers, Repeal of SICA Act, 1985, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 9 : TAKEOVERS |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Meaning and Concept of Takeovers, Emergence of Concept of Takeover, Objects of Takeover, Kinds of Takeover, Takeover Bids, Type of Takeover Bids, Factors Determining Vulnerability of Companies to Takeover Bids, Legal Aspects of Takeover, Takeover of Unlisted and Closely Held Companies, Takeover of Listed Companies, Requirements under SEBI Regulations, Meaning of Certain Terms, Disclosures Related Provisions, Computation of Trigger Limits for Disclosures, Open Offer Thresholds, Voluntary Offer, Restrictions on Voluntary Open Offer, Exemptions from Open Offer, Automatic Exemption under Regulation 10, Open Offer Process, Filing Draft Letter of Offer, Escrow Account, Dispatch of Letter of Offer to Share Holders, Offer Price, Size of an Open Offer, Post Offer Advertisement, Conditional Offer, Competing Offer, Payment of Consideration, Withdrawal of Open Offer, Obligations of the Acquirer, Obligations of the Target Company, Obligations of the Manager to the Open Offer, Defense Strategies to Takeover Bids, Defensive Measures, Types of Anti-Takeover Amendments, Cross Borders Takeovers, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 10 : FUNDING OF MERGERS AND TAKEOVERS |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Financial Alternatives, Financial Package, Process of Funding, Funding through various types of Financial Instruments, Funding Through Equity Shares, Preferential Allotment, Funding through Preference Shares, Funding through Options or Securities with Differential rights, Funding through Swaps or Stock to Stock Mergers, Funding through External Commercial Borrowings (ECBs), Depository Receipts (DRs), Funding through Financial Institutions and Banks, Funding through Rehabilitation Finance, Funding through Leveraged Buyouts, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 11 : FINANCIAL RESTRUCTURING |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Introduction, Need for Financial Restructuring, Restructuring of Under-Capitalized Company, Restructuring of Over-Capitalized Company, Alteration of capital, Reorganisation of Capital, Reduction of Share Capital, Modes of Reduction, Reduction of Share Capital without sanction of the Tribunal, Equal Reduction of Shares of one Class, Creditors’ Right to Object to Reduction, Confirmation and Registration, Conclusiveness of Certificate for Reduction of Capital, Liability of Members in Respect of Reduced Share Capital, Reduction of Share Capital and Scheme of Compromise or Arrangement, Procedure for Reduction of Capital – A Flow Chart, Buy-Back of Shares, Post buy back debt- equity ratio, Buy back of listed/unlisted companies, Time gap, Explanatory statement, Procedure, Filing declaration of solvency with SEBI/ROC rule, Dispatch of letter of offer, Time limit for completion of buy back, Method of buy back, Register of buyback, Return of buy back, Penal provisions, Income Tax As ects, Buy-Back Procedure for Listed Securities, Special Resolution and its Additional Disclosure Requirements, Disclosures under Schedule II Part A, Methods of Buy-Back, Buy-Back from Existing Security-Holders through Tender Offer, Additional Disclosures, Public Announcement and Filing of Offer Documents, Offer Procedure, Escrow account, Payment to the security holder, Extinguishing of bought back securities, Buy-Back from Open Market, Buy-Back through the Stock Exchange, Buy-Back of physical shares or other specified securities, Escrow account (Regulation 15B), Extinguishment of certificate (Regulation 16), Buy-Back through Book-Building, Obligations of the Company, Obligations of the Merchant Banker, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 12 : POST MERGER RE-ORGANISATION |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objective, Introduction, Factors in the Post Merger Reorganisation, Change of Name and Logo, Revised Organization Chart, Communication, Employee Compensation, Benefits and Welfare Activities, Aligning Company Policies, Aligning Accounting and Internal Database Management Systems, Re-Visiting Internal Processes, Re-Allocation of People , Engagement with Statutory Authorities, Record Keeping, Immoveable Property, Expansion of Existing Teams to Support Larger Organization, Revised ISO Certification and Similar Other Certifications, Re-Visiting Past Decisions/Government Approvals/Compliances, Contracts, Miscellaneous, Impact of Post Merger Reorganisation, Gain or Loss to Stakeholders, Implementation of Objectives, Integration of Businesses and Operations, Post Merger Success and Valuation, Human and Cultural Aspects, Measuring Post-Merger Efficiency, Measuring Key Indicators, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 13 : CASE STUDIES |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Case Studies 1. Demerger – Larsen & Toubro Limited, 2. Overseas Acquisition – Tata-Corus Deal, 3. Merger of ICICI with ICICI Bank, 4. Slump Sale (Business Transfer) – By Piramal to Abbott, 5. Multiple Corporate Restructuring – Reddy Laboratories Limited, 6. Leveraged Buy-Out – Bharti-Zain Deal, 7. Overseas Acquisition – Daiichi-Ranbaxy, 8. Acquisition of Patni by Igate, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 14 : VALUATION INTRODUCTION AND TECHNIQUES |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Introduction, Need and Purpose, When Valuation is Required?, Valuation/Acquisition Motives, Factors Influencing Valuation, Methods of Valuation (Valuation Techniques), I. Valuation Based on Assets, II. Valuation Based on Earnings, III. Market Based Approach to Valuation, Market Comparables, Other Aspects as to the Methods of Valuation, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 15 : REGULATORY ASPECTS OF VALUATION WITH REFERENCE TO CORPORATE STRATEGIES |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Introduction, Valuation Documentation, Objectives of Documentation in Valuation Exercise, List of Documents, Judicial Pronouncement on Valuation Principles/Valuation Reports, Regulatory Aspects as to Valuation, Pricing in Public Issue as per SEBI (Issue of Capital and Disclosure Requirements) Rules, 2014 SEBI (SAST) Regulations 2011 Pricing under Consolidated FDI Policy 2015, What should be the Content of Valuation Report for Corporate Strategies?, Contents of Summarized Valuation Report, Valuation Strategies for Mergers, Ranbaxy Laboratories Limited – A Case Study, Valuation for Liquidation/Insolvency, Valuation of Slump Sale, Valuation of Assets in a Demerger, Valuation of Brands, Functions of Brands, The Importance of Brand Valuation, Protect the Value of the Brand, Valuation Approach, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 16 : INSOLVENCY – CONCEPTS AND EVOLUTION |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Insolvency/Bankruptcy – the Concept, Historical Developments of Insolvency Laws in India, Reforms in Insolvency Law for Corporate Side, Justice Eradi Committee, Dr J J Irani Expert Committee on Company Law, A Brief on Historical Background on UK Insolvency Framework US Bankruptcy Laws The Evolution of U.S. Bankruptcy Law – A Time Line Lesson Round Up Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 17 : CORPORATE INSOLVENCY AND RESOLUTION PROCESS |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Historical Background, The Insolvency and Bankruptcy Code 2016, Important Definition, Institutions under Insolvency and Bankruptcy Code, 2016, Insolvency and Bankruptcy Board of India, Insolvency Professional Agencies, Insolvency Professionals, Information Utility, Adjudication Authorities Insolvency Resolution and Liquidation for Corporate Persons, Persons who are not entitled to initiate corporate insolvency resolution, Application for initiation of Corporate Insolvency Resolution Process, Application by financial creditor, Application by operational creditor, Application by the corporate debtor, Corporate Insolvency Resolution Process, Voluntary Liquidation Process, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Classes : Chapter 18 : SECURITIZATION |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Introduction, How Securitisation Gained Importance?, Statement of Objects and Reasons of SARFAESI Act, Apex Court Upheld Constitutional Validity of the Securitisation Act, Definitions, Asset Reconstruction Companies [ARC], Registration of Securitisation or Asset Reconstruction Companies, Prior Approval for Substantial Change, Cancellation of Certificate of Registration, Acquisition of Rights or Interest in Financial Assets and Effects of Acquisition, Transfer of Pending Applications to Any One of Debts Recovery Tribunals in Certain Cases, Measures for Asset Reconstruction, Other Functions of Securitisation or Reconstruction Company, Enforcement of Security Interest by a Creditor, Assistance by Chief Metropolitan Magistrate or the District Magistrate, Manner and Effect of Takeover of Management, Highlights of the RBI Guidelines, Appeal to Appellate Tribunal, Right to Lodge a Caveat, Setting Up of Central Registry, Register of Securitisation, Reconstruction and Security Inte est Transactions, Filing of Particulars, Satisfaction of Security Interest, Right to Inspect, Penalties, Penalties for Non-Compliance of Direction of Reserve Bank, Offences, Non-Applicability in Certain Cases, Civil Court not to have Jurisdiction, Limitation Act, Applicability of other Acts, Rule Making Power, Security Interest (Enforcement) Rules, 2002, Demand Notice, Reply to Representation of the Borrower, Procedure after Issue of Notice, Valuation of Movable Secured Assets, Sale of Movable Secured Assets, Issue of Certificate of Sale, Sale of Immovable Secured Assets, Time of Sale, Issue of Sale Certificate and Delivery of Possession, etc, Appointment of Manager, Procedure for Recovery of Shortfall of Secured Debt, Application to the Tribunal/Appellate Tribunal, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 19 : DEBT RECOVERY |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Need and Object, Important Definitions, Establishment of Tribunal, Composition of Tribunal, Establishment of Appellate Tribunal, Composition of Appellate Tribunal, Jurisdiction, Powers and Authority of Tribunal, Application to the Tribunal, Appellate Tribunal under Insolvency Code, Powers of the Tribunal and the Appellate Tribunal, Right to Legal Representation and Presenting Officers, Limitations, Recovery of Debt Determined by Tribunal, Validity of Certificate and Amendment thereof, Stay of Proceedings under Certificate and Amendment or Withdrawal There of Other Modes of Recovery, Application of Certain Provisions of Income-Tax Act , Appeal against the Order of Recovery Officer, Act to have Over-Riding Effect, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 20 : WINDING UP |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Introduction, Is winding up and dissolution are synonymous?, Winding up under the Companies Act, 2013, Winding up by Tribunal: Grounds, Petition for the winding up, Powers of the Tribunal, Directions for filing statement of affairs, Company Liquidators and their appointments, Removal and replacement of liquidators, Winding up Committee, Submission of the reports by the Company Liquidator and directions of the Tribunal, Advisory Committees, Powers and duties of the company liquidator, Audit of Company liquidator’s accounts, Overriding Preferential Payments, Fraudulent preferences, Company Liquidation Dividend and Undistributed Assets Account, Liquidation Process under the Insolvency and Bankruptcy Code, 2016, Lesson Round Up, Self Test Questions
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CS Professional Corporate Restructuring Video Classes : Chapter 21 : CROSS BORDER INSOLVENCY |
| Topics Covered in this Chapter |
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Lesson Outline, Learning Objectives, Introduction, Development of United Nations Commission on International Trade Law (UNCITRAL) Model Law, General Provisions, Access of Foreign Representatives and Creditors to Courts in State Enacting Model Law, Recognition of a Foreign Proceeding and Relief, UNCITRAL Legislative Guide on Insolvency Laws, US Bankruptcy Code, Lesson Round Up, Self Test Questions
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