|Course Code: FIN302||
Course Title: Mergers & Acquisitions (4 Credits)
Introduction to Merger and Acquisition: Meaning of mergers and acquisitions (M & A), motives behind the M & A, advantages and disadvantages of M & A, types of mergers and steps for a successful merger.
Strategic Evaluation of M & A Opportunities- selection approaches and criteria, modalities of fixing the acquisition price, key steps in the strategic planning of a merger, feasibility analysis in respect of cash and stock deals, describes fair value: institutional criteria and special features of acquisition of sick companies.
Strategising and Structuring M & A Activity- Merger process right from planning the merger till implementation, five-stage model, methods of financial mergers and capital budgeting decision
Synergy and Value Creation in Mergers - synergy and its different types, role of industry life cycle, value creation in synergy, theoretical factors that would affect M & A activity
Corporate Restructuring- meaning of corporate restructuring, need for corporate restructuring, methods of corporate restructuring.
Demergers- Meaning of demerger, characteristics of demerger, structure of demerger, and tax implication of demergers
LBOs, MBOs, MLPs and ESOPs - meaning of LBO, MBO, MLP , ESOP, governance and mode of purchase in LBO, key motives behind an MBO, structure of MBO, types of MLP and ESOP, regulations that govern ESOPs.
Joint Ventures - Meaning of joint ventures, characteristics of a joint venture, states the rationale for joint ventures, role of joint ventures in business strategy, defines joint venture and complex learning, tax aspects of joint ventures, international joint ventures, reasons for failure of joint ventures, and joint venture vis-à-vis anti-trust policy
International M & A –Introduction of international M & A activity, the opportunities and threats, role of M & A in international trade growth, the external advantages in differential products, impact of government policies and political and economic stability on international M&A decisions, recommendation for effective cross-border M & A.
SECTION B: THE PROCESSES IN M&A
Takeover Defences - types of takeovers, techniques of bidding for a takeover, defences against takeover bids, regulations and amendments, and guidelines for takeovers
Valuation - valuation approaches, basis of valuation, different methods of valuation, valuation of synergy, corporate control and LBO
Accounting for Amalgamation –Meaning of amalgamation, types of amalgamation, methods of accounting for amalgamation, meaning of consideration, treatment of goodwill, reserves and other profits
Legal and Regulatory Framework of M & A -Provisions of the Companies Act, 1956 relating to M & A, buyback of shares, provisions of SEBI act, 1992 and 1997, provisions relevant to M & A activity in the Income Tax Act, and Foreign Exchange Management Act.
Post-Merger Integration - integration planning, factors in post-merger integration model, post-merger integration model, strategic interdependence and autonomy, political and cultural aspects in integration, cultural profiling and assessment of cultural compatibility, HRM issues, and problems in integration and five rules of integration process
SECTION C: ILLUSTRATIONS OF NOTED M&A’S
Prominent Cases of Mergers and Acquisitions - examples of M & A in the Indian and international contexts