Introduction to Mergers and Acquisitions Law

P R O G R A M M E O U T L I N E

Unit 1: Understanding Basic Concepts of Mergers and Acquisitions

• Learn what ‘mergers’ and ‘acquisitions’ are.

• Study the bodies governing M&A activity in India.

• Understand what typical ‘slump sale’, ‘asset sale’, ‘acquisition of shares’, and ‘de-merger’ transactions entail.

Unit 2: Understanding the Legal Framework Governing Mergers and De-Mergers

• Learn how mergers and de-mergers are treated under Company Law in India.

• Distinguish the differences and the business rationale for each form of business restructuring.

• Study the legal framework governing mergers and de-mergers.

Unit 3: Understanding the Procedure for Mergers and De-Mergers

• Study in detail the procedure for mergers and de-mergers and identify the corporate actions to be taken by any company to implement them.

• Identify the taxation benefits available to mergers or de-mergers under the Income Tax Act, 1961.

Unit 4: Understanding Acquisitions: Acquisition of Securities

• Learn more about what an ‘acquisition’ entails and how to carry out an acquisition of shares.

• Examine the legal framework governing transfer of shares and fresh issue of shares, including a rights issue and a preferential issue of shares.

Unit 5: Understanding Acquisition of Assets: Slump Sale

• Learn more about ‘slump sale’ as a mode of acquisition of assets and liabilities.

• Examine the different components of a ‘slump sale’ and legal framework for implementing the same.

Unit 6: Understanding Acquisition of Assets: Asset Sale

• Learn about the meaning of the term ‘asset sale’, as a mode of acquisition of assets.

• Understand the difference between an ‘asset sale’ and a ‘slump sale’.

• Examine the different components of an ‘asset sale’ and legal framework for implementing the same.

Unit 7: Examining Foreign Exchange Regulatory Laws-I

• Understand the role of foreign exchange laws in mergers and acquisition transactions.

• Learn more about key foreign exchange legislation, including the Foreign Exchange Management Act, 1999 and the Consolidated FDI Policy.

• Examine the role of regulators in foreign exchange transactions.

Unit 8: Examining Foreign Exchange Regulatory Laws-II

• Examine specific legislations governing foreign direct investment in mergers and acquisitions.

• Understand procedural and reporting requirements in relation to foreign exchange laws.

• Study various aspects of foreign exchange laws including valuation and pricing issues.

Unit 9: Understanding Overseas Direct Investment

• Analyse the legal framework for investment by an Indian resident outside India.

• Examine specific legislation governing mergers and acquisitions overseas.

Unit 10: Understanding the Provisions of the Companies Act, 2013

• Examine the Companies Act, 2013 and its impact on M&A transactions.

• Study all the changes brought about by the new Companies Act, 2013, including provisions of fast-track mergers and acquisition of minority interests.