COURSE OUTLINE

COURSE NAME:
MERGERS & ACQUISITIONS (OPTIONAL PAPER)

SEMESTER – VI

COURSE: B.A., LLB/ B.B.A LL.B

Jan- April 2025

Course Instructor:
Dr. Ankeeta Gupta
Ms. Ananya Rai
National Law University,
Odisha
Introduction
Mergers and acquisition and other forms of restructuring are procedures that is involved in
changing the organization of a business. Mergers and Acquisitions are rearranging the
business for increased proficiency and profitability by which a company can consolidate its
business operations and strengthen its position for achieving corporate objectives-synergies
and continuing as competitive and successful entity. Companies in India are rapidly
restricting through merger, acquisition, divestitures and other means. Restructuring through
Amalgamations and acquisitions, if suitably chosen and implemented, can help companies to
leapfrog into a novel orbit of markets, customers, products and technologies almost
overnight.
The corporate restructuring has an impact on all the constituencies of a corporation for which
these activities are to be regulated and in certain cases, prohibited and restricted to protect the
interests of stakeholders.
This course intends to address the pertinent jurisprudential, policy and procedural issues
related to mergers, acquisitions and corporate restructuring.

Course Objectives Based on Bloom's Taxonomy:

Knowledge:

 Develop a comprehensive understanding of the fundamental principles and concepts of mergers

and acquisitions.
 Acquire knowledge of the relevant legal frameworks, statutes, and case laws governing mergers
and acquisitions in both national and international contexts.
 Demonstrate proficiency in interpreting and applying complex mergers and acquisitions
regulations.

2. Skill:

 Develop analytical skills to assess and evaluate the different deals of mergers and acquisitions.
 Enhance research skills to effectively navigate tax laws, rulings, and precedents for legal problem-
solving.
 Gain practical skills in preparing tax documents, including tax returns and legal opinions,
adhering to professional standards.

3. Ethics:

 Cultivate a strong ethical foundation by critically examining the ethical considerations inherent in
mergers and acquisitions practice.

4. Attitude:
  Foster a positive attitude towards continuous learning and adaptation to evolving mergers and
acquisitions laws and regulations.

Course Outcomes:
The outcomes of the course are:

1. To enable the student to analyze various corporate restructuring processes in India

from multidimensional angles with a view to obtain competitive edge and thereby
ensuring business success.
2. To enable students to deal with procedurals aspects of mergers and acquisitions of
companies.
3. To help them critically analyze the rules and regulations of mergers and
acquisitions with respect to different kinds of companies such as private
companies, listed companies etc.
4. To help student to analyze and draft a legal and document required by industry
expert.

Learning Resources would include:

1. Text Books
2. Case laws
3. Case studies
4. Research papers etc.

Teaching Learning Methodology:

The teaching learning methodology would be primarily dialectic method. For appreciation of
the class room discussions, the students are expected to do proper homework before the topic
is slated for discussion. The discussions will mainly be based on the leading cases both Indian
and English Cases on each of the topics.

Evaluation Scheme
Assessment Assessment Criteria Marks Assigned

End Semester The questions would 70

be analytical
understanding of the
domain knowledge of
the subject and
problem based
questions with legal and
logical reasoning.

Project Work Writing Research 20

Article

Viva Voice Presentation and Viva 10

Voice
 MODULES
1. MERGER AND ACQUISITION OVERVIEW- DEAL STRUCTURING

 Meaning and Perspective-deal structuring

 Concepts – merger, amalgamation, compromise, arrangement, acquisitions,
rearrangement, consolidation, reconstruction
 Corporate Restructuring- Internal and External Restructuring
 Purpose of M&A
 Mergers, Demergers, Asset Sale, Share Sale, Slump Sale
 Banking mergers and Fast-Track mergers SECTION 44, 230,231,232

2: LEGAL REGIME PERTAINING TO CORPORATE RESTRUCTURING

 Companies Act, 2013
Sections 230 to 240 SECTION 230- 2/3RD KAISE NIKALTE HAI
75% NIKAL NA HAI
Creditor’s Meeting
Sanction process of NCLT
Powers of NCLT and Government
 MCA Rules rule 25A fast track merger MCA RULES, MINORITY, BANKING

 NCLT Rules, 2015

 Companies(Compromise, Arrangement and Amalgamations) Rules 2016 rule 25A
 SEBI Takeover Code 2011 regulation 1,3,4,6,7,19,16,17
MATERIAL
 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 SUBSIDIARY
 Competition Act 2002 ENTERPRISE, CARTEL, section 3,4,5,6,8, 19,27,20,26,29,31
 Corporate Governance Issues
 Insider Trading Rules under SEBI(Prohibition of Insider Trading) Regulations, 2015

3. DEMERGERS AND REVERSE MERGER

 Introduction – forms and types of demergers
 Methods of demerger
 Procedural aspects of demerger
 Reverse merger: its characteristics
 Successful example of reverse merger

4. PRACTICAL ISSUES PERTAINING TO CORPORATE RESTRUCTURING
 Practical Issues to be understood via drafting of actual M&A documents:
(a) Due Diligence Exercise
(b) Application to NCLT under Companies Act (Procedures & compliances; role of
the court in approving a scheme)
 (c) Approval of the shareholders only do shareholder agreement
(d) Business Transfer agreements
(e) Shareholder agreements
(f) Procedure directed by the SEBI under takeover code
(g) Letter of open Offer
 Consent application


5. RESTRUCTURING UNDER INSOLVENCY LAW
 Theories related to restructuring under insolvency law
 Legal aspect under insolvency
 Case Studies – (Tata Steel and Bhushan Steel)
 Competition aspect under restructuring for insolvency laws

6. SECTOR DYNAMICS IN MERGERS AND ACQUISITION PRE

MERGER,RATIONALE,
 Tata Steel and Bhushan Steel (Metals Industry) CCI, SEBI RULE
WHICH HAS BEEN
 Arcelor Mittal’s Case (Steel and Manufacturing sector) FOLLOWED, POST
 Jet Ethiad (Aviation Sector) MERGER
 Vodafone Idea Merger (Telecommunication) LEGAL PROVISION
competition act  Walmart-Flipkart deal (E-Commerce and Retail) WHICH WAS
INVOLVED
 Ranbaxy-Daiichi Sankyo (Pharmaceuticals Sector) IMP
 Snapdeal and Freecharge (E-commerce and Digital Payments)
 UltraTech Cement-Jaypee Group (Cement and Construction)
 Tata and Corus Steel (Steel and Manufacturing sector)
 GRUH Finance- Bandhan Bank (Banking and Finance Sector)
 Disney- CenturyFox (Entertainment and Media)
 GSK-Unilever (Fast-Moving Consumer Goods)
 Larson Tubro-Mind tree (Information Technology and Infrastructure)

7. PROCEDURAL COMPLIANCE
 Corporate Governance Issues SEBI (Listing Obligations and Disclosure Requirements)
a. Role of Directors Regulations 2015
b. Key Managerial Personnel during corporate restructuring
 Compliances and Disclosures as per Companies Act

ROLE OF INDEPENDANT DIRECTOR

average volume
frequented shares

AIG MAURITIUS
TATA TELEVENTURES
MIHIR MAFATLAL
LODR 17 TO 22
SK GUPTA
24,25,26,27,47
MANSUKH LAL

SHUBHKAM VENTURES, JET ETIHAD- CONTROL DEFINITION

READINGS & REFERENCE BOOKS :

 Weinberg and Blank, Takeovers and Mergers

 J.Farrar(ed.), Takeovers, Institutional Investors and Modernization of Corporate Law
 S. Ramanunja, Mergers et al, 2nd edition reprint, Wadhwa Nagpur, 2007
 K.R.Sampath, Law and Procedure for mergers/joint Ventures Amalgamations
Takeovers & Corporate Restructure, 4th edition, Snow White Publications, 2008.
 J.C. Verma, Corporate Mergers Amalgamations & Takeovers (Concept, Practice &
Procedure) 5th edition, Bharat Law House, 2008
 Seth Dua and Associates, Joint Ventures and Mergers and Acquisitions in India Legal
and Tax Aspects, Lexis NexisButterworths India, 2006.
 Gower and Davis, Priniciples of Modern Company law, 8th edition, Sweet and
Maxwell, 2008.
 J. Fred Weston and Samuel C.Weaver, Mergers and Acquisitions, Tata McGraw Hill,
2002.
 A.K. Majumdar and G.K Kapoor, Company law and Practice, 15th edition, Taxman,
2010.
 Gray Eaborn(edited), Butterworths Takeovers: Law and Practice, 1st edition, Lexis
NexisButterworths

Case Laws and Research Papers

1. Achutam Committee Report

2. George D. Gibson, Thomas J. Campbell, "Fundamental Law for Takeovers" The Business
Lawyer vol. 39 (1984) at 1551.
http://www.jstor.org/pss/25123938?searchUrl=%2Faction%2FdoBasicSearch%3FQuery%3D%
2522mergers%2Band%2Bacquisitions%2522%26acc%3Doff%26wc%3Don&Search=yes
3. Michael C. Jensen, "Takeovers: their Causes and Consequences" Journal of Economic
Perspective 21
4. Shantanu Mukherjee, "Indian Competition law and the Challenge of Merger Control" Asia
law
5. Atreya Chakraborty and Richard, "Takeover Defenses and Dilution: A Welfare Analysis" The
Journal of Financial and Quantitative Analysis, Vol. 36, No. 3 (Sep., 2001), pp.311-334
6. Jeffrey M. Weiner, “Due Diligence in M & A Transactions: A Conceptual Framework”
(ASPATOR)
7. Lou R. Kling, Eileen Nugent Simon and Michael Goldman, “Summary of Acquisition
Agreements” 51 University of Miami Law Review 778 (1996-97)
8. Arthur Fleischer and Alexander R. Sussman, "Directors' Fiduciary Duties in Takeover and
Mergers" 31st Annual Securities Regulation Institute (Jan. 21-23, 2004) (reading material)
9. Bivainis, J., & Tamošiūnas, A. (2004). Strategic solutions for corporate restructuring.
International Journal of Strategic Property Management, 8(1), 45-55.
10. Varma, Urvashi; Singh, Harjit; and Munjal, Alka, Corporate Restructuring through Share
buybacks: An Indian Experience, Australasian Accounting, Business and Finance Journal,
12(2), 2018, 117-133.
11. KOO, JA HYUN. “Private Equity as an Alternative Corporate Restructuring Scheme: Does
Private Equity Increase the Operating Performance of PE-Backed Firms?” Kdi journal of
economic policy, vol. 38, no. 2
12. Singh, Ananya, Understanding Mergers and Acquisitions Strategy Through Corporate
Governance Perspective (Nov 10, 2019). Available at SSRN:
https://ssrn.com/abstract=3619244 or http://dx.doi.org/10.2139/ssrn.3619244
13. M Bradley, A Desai; E H Kim Synergistic Gains from Corporate Acquisitions and Their
Division between the Stockholders of Target and Acquiring Firms Journal of Financial
Economics, volume 21, p. 3 – 40
14. E Berkovitch, M P Narayanan Motives for takeovers: An Empirical Investigation Journal of
Financial and Quantitative Analysis, volume 28, p. 347 – 362 Posted: 1993
15. R Morck, A Shleifer, R W Vishny Do Managerial Objectives Drive Bad Acquisitions?
Journal of Finance, volume 45, p. 31 – 48 Posted: 1990
16. R Roll The Hybris Hypothesis of Corporate Takeovers Journal of Business, volume 59, p. 197
– 216 Posted: 1986
17. Singh and Mogla, Impact of Mergers on profitability of Acquiring Companies The ICFAI
University Journal of Mergers and Acquisitions, volume joural vol[1], issue 2
18. World investment report 2000: Transnational corporations and the infrastructure challenge,
UNCTAD
19. Pahuja, Anurag and Verma, Rajesh, Corporate Restructuring: Creating Value for the
Organizations (April 6, 2007). Icfaian Journal of Management Research, Vol. VI, No. 3, pp:
76-81. ISSN-0972-5342, Available at SSRN: https://ssrn.com/abstract=2622939
20. Varottil, Umakanth, The Scheme of Arrangement as a Debt Restructuring Tool in India:
Problems and Prospects (March 30, 2017). European Company and Financial Law Review,
2018, p. 585, NUS Law Working Paper No. 2017/005, NUS - Centre for Law & Business
Working Paper 17/02, Available at SSRN: https://ssrn.com/abstract=2943855 or
http://dx.doi.org/10.2139/ssrn.2943855
21. J. Fred Weston and Kwang S. Chung, Takeovers and Corporate Restructuring: An Overview,
Business Economics , April 1990, Vol. 25, No. 2 (April 1990), pp. 6-11
22. Pramod Mantravadi and A. Vidyadhar Reddy, Type of Merger and Impact on Operating
Performance: The Indian Experience, Economic and Political Weekly , Sep. 27 - Oct. 3, 2008,
Vol. 43, No. 39 (Sep. 27 - Oct. 3, 2008), pp. 66-74
23. Ronald W. Melicher and George H. Hempel, Differences in Financial Characteristics between
Conglomerate Mergers and Horizontal or Vertical Mergers, Nebraska Journal of Economics
and Business , Autumn, 1971, Vol. 10, No. 4 (Autumn, 1971), pp. 61-74
24. Fincy Pellisserry, Corporate Restructuring: Who Cares for the Employees?, Indian Journal of
Industrial Relations , July 2012, Vol. 48, No. 1 (July 2012), pp. 28-35
25. P. L. Beena, Trends and Perspectives on Corporate Mergers in Contemporary India,
Economic and Political Weekly , Sep. 27 - Oct. 3, 2008, Vol. 43, No. 39 (Sep. 27 - Oct. 3,
2008), pp. 48-56
List of Cases
1. SEBI/Union of India v. Sterlite Industries (India) Limited [2002] 113 Comp Cas 273 (Bom)
2. Alembic Ltd. Dipak Kumar Shah, (2002) 112 Comp Cas 64 Guj
3. Miheer H. Mafatlal Vs. Mafatlal Industries Ltd., JT 1996 (8) 205
4. Hind Lever Chemicals Limited and Another [2005] 58S CL 211(Punj. & Har.)`
5. Hindustan General Electric Corporation Ltd., in re. (1959) 29 Comp Cas 46 (Cal).
6. J.K. (Bombay) P. Ltd. Vs. New Kaiser-I-Hind Spg. & Wvg. Co. Ltd. and Ors.,
AIR1970SC104
7. Re Feedback Reach Consultancy Services (P) Ltd. (2003) 115 Comp Cas 897 (Del).
8. Kaveri Entertainment Ltd. in re., (2003) 117 Comp Cas 245 (Bom)
9. S.K. Gupta and Anr. Vs. K.P. Jain and Anr., AIR1979SC734
10. Mansukhlal v. M.V. Shah, (1976) 46 Comp Cas 297
11. Meghal Homes Pvt. Ltd. Vs. Shree Niwas Girni K.K. Samiti and Ors., AIR2007SC3079
12. General Radio and Appliances Co. Ltd. and Ors. Vs. M.A. Khader (Dead) by Lrs.
AIR1986SC1218 [1986]60CompCas1013(SC)
13. Saraswati Industrial Undertaking v. CIT Haryana, 1991 AIR 70, 1990 SCR Supl. (1) 332
14. Hindustan Lever Ltd. and Ors. MANU/SC/0101/1995 : AIR1995SC470
15. National Textile Workers' Union and Ors. Vs. P.R. Ramakrishnan and
Ors., [1983]53CompCas184(SC)
16. Panchmahal Steel Ltd. v. Universal Steel Traders 46 Company Cases 706
17. Bank of India Ltd. v. Ahmedabad Manufacturing & Calico Printing Co. Ltd., [1972]42Comp
Cas 211(Bom)
18. The State Trading Corporation of India Ltd. and Ors. Vs. Alok Kumar Ghosal and Ors.,
MANU/WB/0316/2015
Distribution of Modules with Topics

Each module should have a description with a session plan

Session Plan

Lectur Topics Case/ Exercise Readings

e plan
S. No.
Of
Class
1. Meaning and Perspective-deal structuring Miheer H. Mafatlal vs. Trends and
Concepts – merger, amalgamation, compromise, Mafatlal Industries Ltd. Perspectives
arrangement, acquisitions, rearrangement, Supreme Court on on Corporate
consolidation, reconstruction 11.09.1996 JT 1996 (8) 205 Mergers in
Contemporary
India
P. L. Beena
2. Corporate Restructuring- Internal and External Maneck Chowk and Merger
Restructuring Ahmedabad Mfg. Co. Ltd. Motives and
In re. (1970) 2 Comp LJ 300 Merger
(Guj) Prescriptions
Friedrich
Trautwein
3. Mergers, Demergers, Asset Sale, Share Sale,
Slump Sale Marshall Sons & Co. India
Ltd v. ITO [223ITR 809]
Equitas Housing Finance
Ltd and Equitas Micro
Finance Ltd with Equitas
Finance Ltd in CP Nos. 119
to 121 of 2016,

Hindustan Lever Limited v.

State of Maharashtra
[(2003) 117 Com Cases
758].

4. NCLT controlled Mergers Vertis Microsystems LLP

with Forgeahead Solutions
Takeover code for unlisted and private Private Limited (filed
company- Section 230 under section 394 of
Companies Act, 1956) by
Acquisitions of shares- Section 235 and 236
NCLT Mumbai. − Merger of
Procedures for effecting mergers
Real Image LLP with Qube
Cinema Technologies P Ltd
 by NCLT Chennai

5. Board Initiative

Confidentiality Agreements and Preparation

of Scheme

Pre-negotiation and post negotiation Deal

Structuring

6. Due Diligence

Preparation of Scheme

Sanctioning of Scheme

Merger of Banking Companies

Sec. 44A of Banking Regulation Act, 1949

7. Introduction – forms and types of

demergers

Methods of demerger

Procedural aspects of demerger

8. Reverse merger: its characteristics

Concept and Issues- ‘slump sale’ as a ‘going

concern’

Reverse Merger
9. Key concepts: target company, acquisition of Shubhkam ventures v. sebi
shares and change of ‘control’ Kamath hotel v SEBI
Disclosure requirements under Takeover Tata Sons v. Trent
Regulation. Jet Etihad Deal
Procedural Aspects of Takeover

10. Stamp Duty aspects of Takeover NA An Overview

Procedure for making a public offer: of Takeover
Anti-Takeover Defenses Defenses

11. Concept of Relevant Market CCI

Horizontal and Vertical Merger notifications
Existing position under Competition Act, 2002

12. Section 5 and 6 of Competition Act along with Idea – Vodafone Case
CCI (Procedure in regard to the transaction of
business relating to combinations) Regulations,
2011 as amended till date.
Sanctioning of Scheme by CCI
13. Role Insolvency and Bankruptcy Code in M&A Bhushan Steel acquisition
Role of CIPR, RP, CoC in resolution process by Tata Steel