Taxmann Mergers Acquisitions & Corporate Restructuring Strategies & Practices By Rabi Narayan Kar, Minakshi Edition July 2023

Mergers Acquisitions & Corporate Restructuring By Rabi Narayan

Mergers Acquisitions & Corporate Restructuring By Rabi Narayan

This book provides a complete yet concise treatment of important topics related to the following:

• Mergers
• Acquisitions
• Corporate Restructuring
• Takeovers

This book is highly recommended as a textbook for business management and law students. It provides valuable insights and practical knowledge that will greatly benefit readers. Moreover, professionals associated with esteemed institutes such as ICAI, ICSI, and ICMA will find it particularly useful for enhancing their expertise in the field. Additionally, business professionals, consultants, and policymakers can greatly benefit from this book’s valuable information and perspectives.

The Present Publication is the 3^rd Edition | Reprint July 2023, authored by Dr Rabi Narayan Kar and Dr Minakshi, with the following noteworthy features:

• [Highlights of the 3^rd Edition] are as follows:
• Thoroughly revised and updated, keeping in mind the dynamics of changing business environment
• Regulatory changes as a result of the adoption of the Companies Act 2013 and the subsequent implications have been incorporated in the book
• The chapter on ‘Legal Dimensions’ has been entirely recast
• New research literature, case studies and examples have been added in the respective chapters for the benefit of the reader
• [Harmonious Blend of Theoretical Concepts & Practical Aspects] covering a broad spectrum of Indian & International case studies
• [Indian Experiences from the Pre-Independence Era to the Modern Business Landscape] This book digs deep into the various phases of the Indian economy, revealing how M&As have evolved, including the post-1990 liberalization and globalization era. It further presents recent trends, developments, and the impacts of M&As based on meticulous research findings, offering a comprehensive understanding of the current market dynamics and their implications for future strategies
• [International Experiences] This book explores the concept, types, and motives of M&As in a broader international context. Special emphasis is placed on developed economies, uncovering the distinctive patterns and effects of M&As on corporate performance. To make sense of the process and the resulting outcomes, it meticulously analyzes the integration aspects of M&As, facilitating a more profound understanding of the challenges and opportunities inherent in these corporate activities
• [Fundamentals of Deal Valuation & Evaluation] Covering various approaches like asset-based, dividend-based, earnings, and cash flow methods, it meticulously examines valuation under different regulations and guidelines. It includes:
• Expert Reports
• Supreme Court Opinions
• Case Studies such as the Ranbaxy-Daiichy Sankyo Deal
• Annexure on Dividend Valuation Models, providing readers with a comprehensive understanding of the practical and procedural aspects of M&A deals
• [In-Depth Understanding of Various Payment Methods and Financing Options] It explores the impact of these decisions on Earnings Per Share (EPS) and outlines determinants that influence M&A financing decisions
• [Accounting Facets of M&A] It delves into amalgamation and AS-14, clearly focusing on practices, considerations, goodwill, reserves, and disclosure requirements. The book also offers insights into current developments in M&A accounting, including goodwill impairment and IFRS – 3 for business combinations
• [Nuances of Business Integration & Deal-Making] It thoroughly investigates topics like understanding integration, merger failures, effective HR management, and specific case studies. The book also delivers a practical guide to the deal-making process, including negotiations, due diligence, and challenges specific to the Indian market, all invaluable resources for aspiring or practising business strategists
• [Myriad of Case Studies] The case studies span various topics, such as strategic stake transfer, corporate restructuring, value creation through spin-offs, and M&A impact assessment on prominent companies like Tata Power and HDFC Bank. It provides readers with concrete, contextual examples, helping to illustrate the key concepts and strategies effectively
• [Amended & Updated] as per the following:
• Legal & Regulatory Dimensions of MACR as per Companies Act 2013 & Other Legislations
• Takeover Strategies & Practices incorporating the New Takeover Code 2011
• [Student-Oriented Book] This book has been developed keeping in mind the following factors:
• Interaction of the author/teacher with their students in the classroom
• Shaped by the author/teacher’s experience of teaching the subject matter at different levels
• Reactions and responses of students have also been incorporated at different places in the book

The detailed contents of this book are as follows:

• Mergers, Acquisitions and Corporate Restructuring | An Overview
• A Strategic Approach
• Indian Experiences
• International Experiences
• Legal Dimensions
• Takeover Strategies and Practices
• Takeover Defense Strategies
• Corporate Restructuring Alternatives
• Strategic Alliances
• Leveraged Buy-out (LBO) Strategy
• Restructuring of Sick Companies
• Deal Valuation and Evaluation
• Valuation of Intangibles
• Methods of Payment and Financing Options
• Accounting Aspects
• Tax Implications
• The Process of Integration
• Cross Border M&A Deals
• The Process of Deal Making
• M&A Impact Assessment | Case Studies
• Case Studies on Share Price Behaviour

About the author

Rabi Narayan Kar is a Post Graduate M.Phil & PhD from the University of Delhi. Dr Kar is also a Senior Fellow of the Institute of Company Secretaries of India (ICSI) and a recipient of many academic scholarships.

He has four books, several book chapters and research papers to his credit in journals and publications of repute. Dr Kar has two post-doctoral projects to his credit from the Indian Council of Social Sciences Research (ICSSR) and the University of Delhi.

Dr Kar is also a Co-Investigator & Visiting Professor of the CIMO Project from the Ministry of Education & Culture, Finland, in collaboration with Turku University of Applied Sciences. Dr Kar addressed and made presentations at several conferences in India and abroad, including IIM, IGIDR (RBI), World Finance Conference, Academy of International Business Conference (AIB), UNCTAD, and UNESCAP.

Minakshi is a gold medalist in M.Com from Shri Ram College of Commerce (SRCC), University of Delhi. She completed her M.Phil. from the Delhi School of Economics, University of Delhi. She was awarded PhD in Agri-commodities Markets from Utkal University.

She has been a meritorious student and presented several research papers at national and international conferences. She has several publications to her credit. She has contributed as a resource person in several symposiums/conferences/seminars. Her research interest includes Agri-Commodities Markets and Strategies, Enterprise Innovation, Cross-Cultural Marketing and Sustainable Development.