LL.M.

(BUSINESS LAWS)

MERGERS AND ACQUISITIONS

FACULTY: DR. APARAJITA BHATT

COURSE OUTLINE

Feb-June 2025

OBJECTIVES OF THE COURSE

The process of mergers and acquisitions has gained substantial importance in today's
corporate world. This process is extensively used for restructuring the business
organizations. The Indian economic reform since 1991 has opened up a whole lot of
challenges both in the domestic and international spheres. The increased competition in
the global market has prompted the Indian companies to go for mergers and acquisitions
as an important strategic choice. The trends of mergers and acquisitions in India have
changed over the years. India being a growing economy has all the potential to provide
sound market for MNCs to acquire the Indian companies. Similarly, Indian companies
are also showing their potential in acquiring big brands and companies. M&A
transactions also create value for its clients. The knowledge of M&A law along with
raising equity investment is the key method of business expansion. The course aims at
exposing the basic tenets of corporate restructuring to the students. The primary
objectives of the course are as follows:

 To understand the economics of corporate restructuring

 To understand the genesis of Mergers

 To understand M&A and other forms of restructuring from strategic perspective

 To understand the rationale behind different forms of corporate restructuring

 To critically analyse and examine the law and procedure pertaining to mergers
and acquisitions in India

 To understand and analyse the role and functioning of the SEBI & SAT in
regulating takeovers in India
  To understand and analyse other regulations which govern mergers and
acquisitions

 To understand and examine the effectiveness of different takeover defenses.

 To understand the importance and different kinds of due diligence M&A

transactions.

 To understand the interface between corporate governance and M&A.

 To learn to draft schemes of M&A.

 To learn to draft letter of offer in accordance with the requirements of the

Takeover Code 2011.

Evaluation Scheme

As per the University norms-

1. Internal Project- 50%

One project to be submitted by each student of the following component-

Written- Assignment I- (drafting a merger scheme) 10 marks

Assignment II- 30 marks

Presentation on assignment II – 10 marks

2. End Term Examination- 50%

Pedagogy- Lecture cum discussion method, class presentations by the students,

discussion on latest M&A deals and news in the market in every class

MODULE 1 - INTRODUCTION

 Corporate Restructuring: Brief Overview and different forms/types- Mergers,

demergers, hive off, divestiture, amalgamations, acquisitions, reverse mergers,
asset & share acquisition, leveraged recapitalization, LBOs, MBOs

 Economics of Corporate Restructuring- Creating value for the organization and

shareholders
 Genesis of Mergers- Merger Waves & Factors behind them

 Rationale behind M&A and other forms of Corporate Restructuring

 Reorganization, Restructuring and Reconstruction and their types

 Meaning & Definition of Merger, Acquisition and Amalgamation

 Mergers and Acquisitions: A strategic Perspective

Recommended Readings

1. Weston, Chung, Hoag; Mergers , Restructuring and Corporate Control; Prentice

Hall of India, 2006, pg 1-8, 82- 104, 393-417

2. Sudi Sudarsanam, Creating Value from Mergers and Acquisitions- The

Challenges , Pearson, 2nd edition

3. Sampath K R; Law and Procedure for Mergers, Amalgamations, Takeovers and

Corporate Restructuring; Snow white, 2nd edition, 1996, pg 81-85, 577-579, 604-
612

4. Weston Fred J., Weaver Samuel C.; Mergers and Acquisitions; Tata McGraw-Hill
Executive MBA Series, edition 2002; pg 221- 233

5. Patrick A Gaughan, Mergers, Acquisitions & Corporate Restructurings, Wiley, 7th

Edition

6. Peter A Hunt; Structuring Mergers & Acquisitions- A Guide to Creating

Shareholder Value; Wolters Kluwer, 5th Edition

7. Sheeba Kapil and Kanwal N. Kapil; Mergers and Acquisitions- Valuation,

Leveraged Buyouts, and Financing, Wiley 2nd Edition, 2017

MODULE 2 – MERGERS AND AMALGAMATIONS: A COURT DRIVEN

PROCESS- LEGAL PROVISIONS: THE COMPANIES ACT, 2013

 Scheme of Mergers and Amalgamations

 Analysis of legal provisions under the Companies Act 2013

 Corporate restructuring in Public Interest

 Tribunal approved M&A and demergers

 Cross Border Mergers and Amalgamations in India

  Corporate Governance in M&A

Recommended Readings

1. S Ramanujam, Mergers et al- Issues, Implications and Case Law in Corporate

Restructuring, 4th Edition, Lexis Nexis

2. Sridharan and Pandian; Guide to Takeovers and Mergers; Lexis Nexis

Butterworths Wadhwa Nagpur; third edition 2010; pg 99-103, 178-364

3. FEMA (Cross Border Merger Regulations) 2018

Case Laws

1. AVM Capital Services (P.) Ltd., In re (2012) 115 SCL 81/23

2. Essar Telecommunications holding, In Re, (2012) 111 SCL

3. Larson & Tourbo Ltd. v. Grasim Industries Ltd. (2008) 82 SCL 172 (Bom)

4. Reliance Natural Resources Ltd v. Reliance Industries Ltd. (2007) 79 SCL 21

5. Saraswati Industrial Syndicate Ltd v. CIT (SC)

6. National Organic Chemical Industries Ltd. v. Miheer H. Mafatlal (2004) 121

Comp cases519

7. Moschip Semiconductor Technology Ltd (2004) 59 CLA 354

8. SEBI v. Sterilite Industries (India) Ltd. (2003) 113 Com Cases 273; (2003) 45
SCL 475 (Bom-DB)

9. Arvind Mills Ltd. In re (2002) 37 SCL Guj 660

10. Miheer H. Mafatlal v. Mafatlal industries Ltd. SC (1996)4 Comp LJ 124

11. Hindustan Lever Employees Union v. Hindustan Lever Ltd. SC (1994) 4 Com LJ
267

12. MEL Windmills Pvt. Ltd. vs. Mineral Enterprises Ltd & Anr NCLAT (2019)

13. 63 Moons Technologies Ltd. v. UOI & Ors. (2019) SC

14. Wiki Kids Ltd. and Avantel Ltd. v. Regional Director, South East Region and
Others (2018) NCLAT Delhi
15. Integrated Finance Co. Ltd v. RBI (2015) SC

16. SK Gupta v. KP Jain (SC)1979

17. Regional Director v. Real Image LLP & Anr (2019) NCLAT

MODULE 3 – TAKEOVER

 Meaning and Kinds of Takeover

 Procedure to make an open offer and takeover a company

 What Constitutes Control over a company?

 Hostile Takeover and Takeover Defenses

 Analysis of Takeover defenses- Pre-offer and post-offer

 Recommended Readings

1. SEBI (SAST) Regulations 2011

2. Richard Roll, The Hubris Hypothesis of Corporate Takeovers, the Journal Of

Business, The University Of Chicago Press (1986)

3. Richard Ruback, An Overview of Takeover Defences, University of Chicago

Press(1986)

4. Sridharan and Pandian; Guide to Takeovers and Mergers; Lexis Nexis

Butterworths Wadhwa Nagpur; third edition 2010; pg 603- 624, 655-734

5. Michael C. Jensen, Richard S Ruback, The Market for Corporate Control: The
Scientific Evidence, Journal of Financial Economics 11 (1983)

6. Stanley Foster Reed, Alexandra Reed Lajoux, H Peter Nesvold, The Art of M&A-
A Merger, Acquisition Buyout Guide, Mc Graw Hill, 4th Edition

7. Umakanth Varottil, The Nature of the Market for Corporate Control in India,
NUS, 2015

Case Laws
1. Sanjay Dalmia v. SEBI (2016) SAT

2. Tarun Jiwarakja v. SEBI (2018)

3. SEBI v. Akshaya Infrastructure Pvt Ltd (2014)SC

4. A R Dahiya v. SEBI (SC) 2015

5. Bikramjit Ahluwalia v. SEBI (SAT) 2017

6. Nirmal Industries Ltd & Anr v. SEBI (2013) SC

7. Jet Etihad v. SEBI (2014)

8. SEBI v. Burren Energy Ltd & Ors (2016)

9. Pramod Jain v. SEBI (2014)

10. Rajesh Toshniwal v. SEBI (2012)

11. Chairman,SEBI v. Shriram Mutual Fund and Another AIR 2006 SC 2287

12. Technip S. A. v. SMS Holding (Pvt) Ltd. and Ors. AIR 2005 SC 0385

13. AIG (Mauritius) LLC v. Tata Televentures Ltd, (53 CLA 353; 43 SCL 22)

14. Banarsi Das Saraf and Others v. Dalmia Dadri Cement Ltd and Another (28 Com
Cas 435)

MODULE 4 – OTHER RELATED LAWS TO M&A

 FEMA- FDI Policy and regulatory structures- the consolidated Foreign

Direct Investment Policy Circular of 2020 (as amended), read together
with the press notes issued by the Department of Promotion of
Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India (the “DPIIT”);
 Tax Aspects of amalgamation
 Combinations and Regulation of Combinations under the Competition
Act 2002

 Analysis of the CCI Combination Regulations 2023

Case Laws

1. The U.P. Glass Manufacturers Syndicate v. CCI (NCLAT) 2023

 2. Amazon.com NV Investment Holdings v. CCI (2022)

3. ITC Ltd. Vs. CCI (NCLAT) 2018

4. Proceedings against Investcorp India Asset Managers Private Limited under

Section 43A of the Competition Act, 2002.

5. SCM Solifert Ltd. & ANR. Vs. Competition Commission of India (2016)

6. Reliance Communications Infrastructures Ltd., (2009) 151 Com Cases 538

(Bom)

7. Bank of Madura Shareholders Welfare Association v Governor, RBI, (2001) 3

Comp LJ 212 Mad

MODULE 5- STRUCTURING THE DEAL

 Due Diligence in M&A transactions

 Business Judgement Rule in M&A
 Representation & Warranties
 Formulating an offer
 Case Studies

Recommended Readings

1. Peter A Hunt; Structuring Mergers & Acquisitions- A Guide to Creating

Shareholder Value; Wolters Kluwer, 5th Edition

Note: The reading material and cases referred above are not exhaustive. New
material and case laws along with relevant articles and research papers shall be
provided and discussed during the session.