CMA1072 | Corporate Mergers & Acquisitions

Companies are confronted with rapidly changing competitive landscape, volatility in market and uncertainty of capital flows wherein they must survive by restructuring themselves organically or inorganically to maintain competitive advantage. While organic restructuring has its limitations, inorganic expansion/modification has long term consequences. The most common methods for inorganic growth are mergers and acquisitions which will be the subject-matter of this course. India is an attractive market for employment of such strategies and domestic lawyers are needed at every front to fructify these deals. Law regulating mergers, acquisitions and split-ups is spread across the Companies Act, 2013, SEBI Regulations, Competition Act, 2002, Income Tax Act, Stamp duty law and FEMA Regulations among others.

The course is taught through a combination of lectures, classroom discussions, guest lectures and independent study of the reading material which will be provided at the beginning of the course. Focus of the course will be on concepts with an orientation towards application.

The stage for the course will be set by introducing the students to the legal terminology used for the entire course followed by the causes and motivations driving mergers and other forms of reorganizations. The course will then tread on the regulatory regime of takeovers and other kinds of acquisitions and the process dealing with mergers and restructuring of enterprises. Analysis of various provisions coupled with case law will be done in detail. Emphasis will be on the role of lawyers/law firms and judiciary at every step. Sample agreements involved in mergers and acquisitions and case studies will be brought in to sharpen the skills of the students in negotiating, vetting and arguing matters related to the aforesaid documents. Thereafter, the incidental matters connected therewith including competition issues, tax liabilities, stamp duties, accounting requirements, etc will be looked at.