SVKM’s NarseeMonjee Institute of Management Studies

Name of School – Kirit P. Mehta School of Law

Program: B.A., LL.B. (Hons.) 8101 & B.B.A., LL.B. (Hons.) 8102 Semester: IX
Module: Mergers and Acquisitions Module Code:
Teaching Scheme Evaluation Scheme
Lecture Practical Tutorial Term End
Internal Continuous
(Hours (Hours (Hours Examinations (TEE)
Credit Assessment (ICA)
per per per week) (Marks- 60
(Marks - 40)
week) week) in Question Paper)
3 0 0 3 Marks Scaled to50 Marks Scaled to 50
Pre-requisite: Company Law, Contract Act, General Management & Finance
Course Objectives
1. Understanding the concept of Corporate Restructuring and its application in today’s
corporate landscape and learn the legal implications of Mergers and Acquisitions in
business.
2. Understanding the role of SEBI, RBI, CCI and Ministry of Corporate Affairs to
strengthen stakeholder rights and competition in the market.
Course Outcomes:

1. To develop understanding and acquire application-oriented knowledge for Rules,

Notifications and Circulars issued by Regulators from time to time to take care of
contemporary and relevant issues (PLO2a)
2. To enable the students to apply relevant provisions and judicial decisions in
understanding the interpretation and practical application of laws (PLO1a)
3. To Identify the concerns and consequences of unethical practices by key players in
implementing effective governance in the corporate sector in India (PLO4b)
4. To apply basic legal provisions, financial principles and analytical techniques to actual
problems likely to be encountered by senior management of major corporations or those
who are the advisors to such management in the context of an M&A transaction.
(PLO3a)
Detailed Syllabus: (per session plan)
Unit Description: Duration
1. Concept of Corporate Restructuring and Various Forms 2 Hrs.

Expansion & Growth, Refocusing Changes in Organization, Corporate

Control, Changes in Ownership
Reference Reading:
https://corporatefinanceinstitute.com/resources/knowledge/strategy/corp
orate-reorganization-clause/
2. Introduction to Mergers and Amalgamation 2 Hrs.

Definition, Types of Merger- with examples

Reference Reading:
https://corporatefinanceinstitute.com/resources/knowledge/deals/types-
of-mergers/
3. Legal Framework under Companies Act 2013 and CAA Rules 3 Hrs.
Understanding step by step process, application, notice, regulatory
permissions.
Section 230-232 of the Companies Act read with Compromise, Arrangement
and Amalgamation Rules 2016.
Reference Reading: Study Material will be provided with step-by-step
 SVKM’s NarseeMonjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law
process
Case: Rasiklal s Mardia v. Amar Dye Chemical Ltd., in Swiss Ribbons Pvt.
Ltd. &Anr. v. Union of India &Ors, DLF Case study, Wiki-kids Ltd v. RD
4. Fast-Track Mergers 2 Hrs.

The objective behind incorporating provisions for FTM, difference in the

procedure
Section 233 of the Companies Act 2013
Reference Reading:
Case: ORCC Solutions Private Limited, In Re Mahaaamba Investments
Ltd Vs. IDI Ltd
5. Cross-Border Mergers 3 Hrs.

Understanding Inbound and Outbound Mergers, Treatment of Securities,

Borrowings and Guarantees, Assets and Liabilities, Tax hurdles, Powers of
RBI, FEMA Regulation
Section 234, Annexure II, Rule 25-A of CAA Rules, FEMA Cross Border
Regulation 2018.
Reference Reading:
https://www.pwc.in/assets/pdfs/news-alert-
tax/2018/pwc_news_alert_26_march_2018_fema_cross_border_merger.pdf
6. Rights of Minority during Mergers and Amalgamation 3 Hrs.

Dissenting Squeeze Out & Minority Squeeze Out, Squeeze out in unlisted
company
Section 235, 236, 230 (11)
Case: Cadbury Buyout Case study
Reference Reading:
https://www.pwc.in/assets/pdfs/news-alert-tax/2014/pwc_news_alert-
8_august_2014--cadbury_india_limited.pdf
7. Due-Diligence 2 Hrs.

Understanding the importance of due-diligence for M&A transaction

especially legal due-diligence
Reference Reading:
https://corporatefinanceinstitute.com/resources/knowledge/deals/due-
diligence-overview/
Case: HP-Compaq, Daichi Sanko-Ranbaxy
8. Compliance under LODR Regulation, 2015 3 Hrs.

SEBI Circular dated November 30, 2015, SEBI Circular dated March 10, 2017,
SEBI Circular dated January 03, 2018Regulation 24, 28, 30, 37, 42, 94
Reference Reading:
Case –PCJeweler Limited V SEBI, D.S Kulkarni Developers Ltd. V SEBI, Five
Core Electronics Limited (Fcel)v. SEBI
https://vinodkothari.com/2021/06/sebi-revisits-the-concept-of-promoter/
9. Merger Control & Role of Competition Commission 3 Hrs.
Section 5 & 6 r/w section 20, 29, 30, 31 and 43 A
Schedule I of Combination Regulation & De-Minimis Regulation
 SVKM’s NarseeMonjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law
Reference Reading:https://www.azbpartners.com/bank/merger-control-in-
india-overview/
Case study:Jet Airways & Etihad Case, Reliance JioInfocomm Limited,
Reliance &FutureRetail
10. Ease of doing Business &Green ChannelRoute 2 Hrs.
CCI Notification 13th August 2019,
Notes to Form-I' issued by the CCI on 27 March 2020,
Reference Reading:
CCI’s Green Channel Approval – More Grey Than Green, Client Alert- By
Cyril AmarchandMangaldas
11. Mergers & Amalgamation of Public Sector Banks 2 Hrs.

Study of the big bank Mergers in PSB

Section 9(1)(c) of the Banking Companies (Acquisition and Transfer of
Undertakings) Act, 1970 & 1980,
Acquisition of Banking Companies by the Central Government under Part
IIC of the Banking Regulation Act, 1949
Reference Reading:
https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3559291#:~:text=The
%20Indian%20government%20on%2030th,sheets%20and%20bigger%20risk%
20appetite.
12. Mergers & Amalgamation of Private Sector Banks & NBFC’s 2 Hrs.

Section 44 A, Section 45 of the Banking Regulation Act, 1949

Case Study- Yes Bank , Lakshmi Vilas Bank
Reference Reading:
https://www.rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=50713
13. Demergers 3 Hrs.

Types of Demergers- Spin-off, Split-off, Equity Carve out and Divestures.

Reference Reading: https://www.mckinsey.com/~/media/McKinsey/Business
%20Functions/Strategy%20 and%20Corporate%20Finance/Our%20Insights/Do
%20carve%20outs%20make%2 0sense/Do%20carve%20outs%20make%20sense
%20Yes%20but%20not%20for%20 the%20reasons%20you%20might%20think.pdf
Case Study- Bajaj- Auto Limited, GlaxoSmithKline, Max-India,

14. Cross-Border Demergers 2 Hrs.

Inbound & Outbound Demerger

Sun pharma Cross Border Demerger Case
Reference Reading:
https://economictimes.indiatimes.com/markets/stocks/news/nclt-rejects-
sun-pharmas-plan-to-demerge-overseas-
subsidiary/articleshow/73063727.cms
15. SEBI (Substantial Acquisition of Shares & Takeover) Code 2011 3 Hrs.

Applicability of the code & Definitions

Acquirer, Acquisition, Control, Person Acting in Concert, Direct Acquisition ,
 SVKM’s NarseeMonjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law
Indirect Acquisition
Reference Reading:
Chapter I of SEBI (Substantial Acquisition of Shares & Takeover) Code 2011
16. Open Offer Process 3 Hrs.

Mandatory Open Offer, Voluntary Open Offer, Disclosures, Obligation of

Companies, Power of SEBI, Escrow Account, Counter Bid and Competing
Offer, Creeping Acquisitions, Withdrawn of offers, Exemptions
Regulation 2, 3, 4, 5,6, 7,10, 13, 14 15, 17, 20, 23, 29, 30, 31
Reference Reading:
Chapter II-VI of SEBI (Substantial Acquisition of Shares & Takeover) Code
2011
17. Hostile Takeovers- Strategies & Defenses 3 Hrs.
Poison Pill, Shark Repellent, Pac Man, Greenmail, Golden Parachute, Crown
Jewel, White Night
Reference Reading:
https://corporatefinanceinstitute.com/resources/knowledge/deals/hostile-
takeover/
Case study: Larsen & Turbo- Mindree, Netflix & Icahn
18. Overseas Acquisition & Special Purpose Acquisitions 2 Hrs.

Case: Bharti Airtel & Zain Africa, Tata Corus

Reference Reading:
https://m.rbi.org.in/Scripts/FAQView.aspx?Id=32
Total 45 Hrs.
Text Books:
1. Ernst & Young. Guide to Mergers and Acquisition in India. Wolters Kluwer,
2018 Edition
2. Company Law & Practice, G.K Kapoor Taxmann Publications, 2019 Edition
Reference Books:
1. Mergers and Acquisitions: Strategy, Valuation, Leveraged Buyouts and Financing by
Sheeba Kapil, 2018 Edition
Any other information:
Details of Internal Continuous Assessment (ICA): 50 Marks
Description of ICA Marks
Research Paper 20 Marks
Seminar 10 Marks
Viva 10 Marks
Class Participation 10 Marks
Total Marks : 50 Marks

Richa Kashyap
Signature Signature
(Prepared by Richa Kashyap) (Approved by Dean)
SVKM’s NarseeMonjee Institute of Management Studies
Name of School - Kirit P. Mehta School of Law