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.............................................................................................................................DescriptionThe book 'Corporate Mergers, Amalgamations and Takeovers' has been divided into separate sections viz; Introduction, Corporate Mergers and Amalgamations, Takeovers and Acquisitions and Miscellaneous issues incidental thereto, besides case studies. In the Introduction section of the book a detailed overview of Corporate Structure, Basic Concepts and Laws relating to mergers and takeovers has been presented.The Corporate Mergers and Amalgamation section includes chapters on Mergers and Amalgamations, Reconstruction, Compromises and Arrangements, Demergers, Splits and Hiving off, Reverse Mergers, Human Aspect of Mergers, Valuation of Shares and Exchange Ratio, Procedural Aspects, Accounting Aspects and Taxation Aspects.The section on Corporate Takeovers and Acquisition covers Corporate Acquisition and Takeovers, SEBI Takeover Code, Procedure for Takeover — Planning for takeover, Procedure for Takeover — Managing a Takeover Offer, Legal Documentation under Takeover Code, Takeover under other Laws.Chapters on Role of Agencies in Mergers and Takeover, Post Merger Re-organisation, Funding for Mergers and Takeovers, Employee Stock Option Scheme, Insider Trading, Buy Back of Securities have been grouped under Miscellaneous section.The separate section on important legal cases related to mergers and amalgamation as well as acquisitions and takeovers and legal case studies is appended at the end, besides appendices wherein various formats and ready to use procedural documentation is presented.The present edition of the book is enriched and updated with a large number of legal cases decided by Tribunals, High Courts as well as Supreme Court.The book shall be of use to the corporate executives, lawyers and advocates dealing with corporate mergers, amalgamations, arrangements, re-organisation, acquisitions and takeovers, etc.The book is also accompanied with a Free CD which contains text of various Acts, Rules and Regulations, formats prescribed under Takeover Code and Specimen Resolutions, Schemes, etc. complete list of which is given on page 13 of initial pages..............................................................................................................................ContentsPart I – Introduction Chapter 1.1 Corporate Structure Chapter 1.2 Basic Concepts Chapter 1.3 Laws Governing Mergers & Takeovers in IndiaPart II – Corporate Mergers and Amalgamations Chapter 2.1 Mergers and Amalgamation Chapter 2.2 Reconstruction, Compromise and Arrangements Chapter 2.3 Corporate Demergers, Splits and Divisions Chapter 2.4 Reverse Merger Chapter 2.5 Human Aspects of Merger and Acquisition Chapter 2.6 Valuation of Shares and Fair Exchange Ratio Chapter 2.7 Procedural Aspects of Mergers & Amalgamation Chapter 2.8 Accounting Aspects Chapter 2.9 Taxation AspectsPart III – Takeovers & Acquisitions Chapter 3.1 Corporate Acquisitions and Takeovers Chapter 3.2 SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 Chapter 3.3 Procedure in Acquisition and Takeover: Planning for Takeover Chapter 3.4 Procedure for Takeover-Managing a Takeover Offer Chapter 3.5 Legal Documentation under SEBI Takeover Code Chapter 3.6 Takeover under Other LawsPart IV – Miscellaneous Chapter 4.1 Role of Agencies involved in Mergers and Takeovers Chapter 4.2 Post-Merger Re-organisation Chapter 4.3 Funding of Mergers and Takeovers Chapter 4.4 Employee Stock Option Scheme Chapter 4.5 Insider Trading Chapter 4.6 Buy Back of SecuritiesPart V - Case Studies Chapter 5.1 Important Legal Cases on Corporate Mergers Chapter 5.2 Important Legal Cases on Takeovers Chapter 5.3 Case StudiesAppendices Appendix I. Checklist for acquirer company Appendix II. Activity schedule for planning merger Appendix III. Steps for merger and amalgamation Appendix IV. Documents for corporate mergers and amalgamations Appendix V. Checklist for Amalgamation of Banking Appendix VI. Companies Checklist for Acquirer for Takeover Appendix VII. Bhagwati Committee Report on Substantial Acquisition of Shares and TakeoversSubject Index.............................................................................................................................Author DetailsAuthor - Dr. J.C. VermaRevising Author - Dr. Sanjeev KumarDr. Sanjeev Kumar, a Post Graduate in Commerce (M.Com) from V.S.S.D. College, Kanpur, was awarded the degree of Ph.D. by the CSJM University for his Research on 'Child Labour', a study of their socio-economic conditions, legislation and enforcement, He did Bachelor of Law (LL.B.) from Delhi University and obtained Post Graduate Diploma in the Intellectual Property Rights Laws (PGDIPRL) from the Indian Law Institute, New Delhi. He has currently undertaken postdoctoral research for D.Litt. on 'Corporate Governance in India'. He did computer programming in COBOL from JIT, Kanpur. He is a Fellow Member of the "Institute of Cost and Works Accountants of India" and the "Institute of Company Secretaries of India".He has over 25 years' rich experience in corporate and economic laws, corporate finance, accounts, costing, budgeting, MIS, corporate affairs, merchant banking, mutual funds, etc.He is currently Group President - Corporate and Legal Affairs with Bajaj Hindusthan Ltd., a sugar major of the country. He is also President of the India Economic Foundation, New Delhi, and Member of the Editorial Advisory Board of Chartered Secretary, the official organ of the Institute of Company Secretaries of India. He has also been member on various expert committees from time to time.He is a prolific author, regularly contributes articles to various legal and research journals and newspapers and has written the Mercantile Law section of the Annual Survey of India 2003 and 2004, published by the Indian Law Institute, New Delhi. He has been a Visiting Faculty to various Professional as well as Management Institutes..............................................................................................................................
