The course covers the applicability of the law related to Income Tax, Stamp duty as well as nuances involved in drafting a Scheme of Arrangement, factors being considered by the the National Company Law Tribunal (NCLT)
The synergy in Mergers and Acquisitions (M&A) has been considered as one plus one is equal to Three (1+1=3). Nonetheless, in today’s corporate world. the synergy in M&A can be seen as one plus one is equal to eleven (1+1=11).
The scheme of M&A is being sanctioned as a Scheme of Arrangement (u/s 230 to u/s 239 of the Companies act, 2013 read with other regulatory compliances) by the Adjudicating Authority i.e. National Company Law Tribunal (NCLT).
In the process of the sanction of the scheme, the legal and regulatory compliances are the key requirements. This course is designed to enable the participants to understand the applicable legal and regulatory compliances for the sanction of the Scheme of Arrangement.
This course will provide not only an in-depth information about the legal and regulatory aspects of M&A but will also cover the practical aspects relating to a Scheme of Arrangement along with conceptual analysis of Merger & Acquisitions, Acquisition and Take overs, Cross Border Mergers, Fast Track Mergers, Reverse Mergers etc.
The course covers the applicability of the law related to Income Tax, Stamp duty as well as nuances involved in drafting a Scheme of Arrangement, factors being considered by the the National Company Law Tribunal (NCLT) e.g. requirements by NCLT, the objections to the scheme of M&A, whether the scheme is against public policy and interest of the company, and the dos & dont’s in Merger & Acquisitions (in a Scheme of Arrangement).
Syllabus
Corporate Restructuring (Compromise & Arrangement): An Introduction
Scheme of Arrangement: Conceptual Approach (Mergers, Acquisitions, Takeover, Amalgamation, Reverse Merger etc.)
Applicable Laws and Statutory Requirements for Sanction of Scheme under the Companies Act
Mandatory Procedure before the NCLT for sanction of the scheme
Structuring the Scheme-Valuation, Consideration, Employees.
Role of Adjudicating Authority and Regulators in the Process of Sanction of the Scheme (NCLT, RBI, SEBI, CCI, MCA etc.)
Public and Stake Holders participation
Squeeze Out of Minority Shareholders
Fast Track Mergers-Procedure
Cross Border Merger
Reduction of Share Capital
Mergers and Acquisition: Taxation & Stamp Duty
Merger and Acquisition under IBC
Merger Analysis, Case Analysis and International Practices.
Contemporary Issues, Challenges and Reforms.
Objectives
This Course will help the participants to:
Comprehend the distinct conceptual background of Company Law and practice in India
Critically understand and analyze the multidisciplinary approach to the subject
Have a clear idea about the Company Law and jurisdiction
Evaluate the evolving jurisprudence of the company law through the Adjudicating Authorities
Gujarat National Law University (GNLU) is the statutory university established by the Govt. of Gujarat under the Gujarat National Law University Act, 2003 . The University is recognized by the Bar Council of India (BCI) and the University Grants Commission (UGC) (2f & 12B) .
The University is also a member of the Association of Indian Universities (AIU) , United Nations Academic Impact (UNAI) , International Association of Law Schools (IALS) , Asian Law Institute (ASLI) and Shastri Indo-Canadian Institute .
Sustainable Campus
As a socially-responsible educational institution and to fulfill our Vision, Mission and Core Values GNLU is committed to being a leader in the research, teaching and extension of environmental sustainability.
Such commitment is reflected in the pledge made by the University in its Campus Master Plan to reduce energy consumption and greenhouse gas emissions to combat climate change. The University endeavours to reduce our environmental impact by incorporating sustainability in every aspect of campus life and operation.
Among all the work we are doing, we take great care to conserve the campus ecology and environment. The spacious 50 acre sprawling campus of GNLU is not only home to its students and staff but also a myriad of trees, flowers, shrubs, butterflies, birds and other living creatures, including rare and precious species.
This lush and precious endowment is cherished by members of the University community. We have comprehensive policies and guidelines to engage everyone and cultivate an attitude towards green living. Living in harmony with the environment is a major theme of the education here.
The Objectives of the University
The GNLU Act 2003 proclaims that GNLU, "shall be to advance and disseminate learning and knowledge of law and legal processes and their role in national development:
to develop in the students and the research scholars sense of responsibility to serve society in the field of law by developing skills in regard to advocacy, legal services, legislation, parliamentary practice, law reforms and such other matters;
to make law and legal processes efficient instruments of social development; and to promote inter-disciplinary study of law in relation to management, technology, international cooperation and development."
The ethos of imparting education in Gujarat National Law University comprises a mutual endeavour of the Faculty and the students who become part of our august family after clearing the hurdle of a rigorous and strenuous selection procedure, since only the cream of the country finds a place amidst us.
The University has been in the process of striving for academic and professional excellence in the field of legal studies in the country. The University became functional from the year, 2004.
Our teaching methodology and the student response to it can be safely summarized as being par excellence.
Our student fraternity has won us laurels in the various spheres of national and international moot court competitions, paper presentations and various cultural activities. We strive for an all round and inter-disciplinary academic excellence in sync with the other National Law Schools of the country.
Since its inception, the University has been holding regular in-house Moot Court competitions, after which meritorious students are sent abroad for participating in Moot Court jamborees.
The hub of activity be credited to our Moot Court Committee and the Legal Aid Clinic, which have developed a workable and efficient interface with the industry and the Judiciary to the satisfaction of all.
As we persist in our academic endeavours, it won't be an overstatement to say that our University will become a leader in the sphere of legal education in the country. Our founding motto too objectifies the ideal of, "Let all good and noble thoughts come to us from all directions", which is a hymn from the Rig Veda.
We, the fraternity of Gujarat National Law University aim at homogenization of all trends and civilization patterns by inculcating in our students, an appreciation of other cultures and regions of the country in all its homogeneity.
Acknowledgment
Gujarat National Law University, Gandhinagar acknowledges and respects the indigenous people from Koba Village, who are the traditional custodians of the land upon which this University stands and its programmes operate.
In particular, GNLU pays its respects to the Koba Villagers, Elders, past and present, and embraces their culture; wisdom and knowledge in its pursuit to transform GNLU into a world class Law University. We also thank the Government of Gujarat for their generous support.
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