45. Define and explain the concept of Corporate Restructuring. 46

Noble Group of Institutions – Department of Management
Semester IV
Question Bank
Sub: Mergers & Acquisitions (M & A)
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Sub Code: 2840201
Explain term ‘Corporate Restructuring ‘in detail and indicate four activities not considered as corporate restructuring.
Discuss in brief three cases of acquisitions in Indian context which were used as strategy of growth.
Define ‘Joint Venture ‘and briefly explain characteristics of a joint venture.
Write a short note on three popular joint ventures in India.
Write short notes on (i) Asset based valuation (ii) capitalization of earnings (iii) cash flow based valuation approaches citing
suitable examples.
Explain in detail due diligence in case of Intellectual Property focusing on i) formalities, (ii) independent investigation methods
and (iii) challenges of valuing IP Assets .
Discuss in detail about various sources of funds for domestic acquisitions citing at least one Indian corporate example in each of
sources.
What do you understand by ‘Demerger ‘ ? Explain tax implications of demerger and various kinds of demergers with suitable
examples.
What are powers of the High Court with reference to reconstruction (including demerger) and amalgamations under Section
394 of Companies Act?
Distinguish between effective date and appointed date with reference to mergers / demergers with examples?
Explain in detail of different types of mergers with suitable examples.
Differentiate between hostile and friendly acquisitions.
Explain in detail of general conditions and obligations of companies opting for buy-back under ‘SEBI buy-back regulations ‘.
Define ‘ESOPs ‘. Explain in detail of various types of ESOPs and uses of ESOPs.
What are the characteristics of LBOs and factors responsible for popularity of LBOs? Explain in brief of elements of LBOs.
What is Corporate Restructuring? What are the motives behind Corporate Restructuring?
Explain Divestitures, Which are the factors influencing the decision for Divestitures.
Highlight the common aspects examined in Due Diligence by the acquirer team in corporate Restructuring.
Explain the provisions under various sections of Indian Companies Act., which are relevant for merger and amalgamation.
Discuss the motives behind International mergers and Acquisitions.
Briefly highlight the major advantages and disadvantages of Demergers.
State the advantages and disadvantages of Buyback of shares.
Briefly discuss the advantages of ESOPS.
Discuss the transactions which are exempted from making open offer under SEBI from take over code.
Describe the provision relating to minimum offer price and payment of consideration under SEBI Takeover code.\
Describe the benefits of Strategic Alliances.
State the essential characteristics of LBO candidate.
Highlight the rationale for Joint Ventures.
Describe any five Takeover defenses.
Explain the nature and characteristics of corporate spin offs.
Explain Corporate Restructuring and various forms of Corporate Restructuring.
Briefly explain the procedure to be followed by a company planning for a merger.
What are the various areas in which due diligence is carried on? Explain each in brief.
Explain Types of Accounting for Amalgamation as per AS-14
Explain the provisions under various sections of Indian Companies Act which are relevant for Mergers and Acquisitions.
What are the provisions of Income Tax Act for Mergers & Acquisitions?
What are the tactics a company can use as a defense against threat of an acquisition?
What are the difficulties faced by a company in Cross Border Acquisitions?
What are the benefits and weaknesses of Strategic Alliances?
Write short notes on Asset based valuation and Earning Based valuation.
What are Divestitures? Why do companies go for divestitures?
What are ‘ESOPs’? Explain in detail various types and uses of ESOPs.
Brief SEBI's guidelines for buyback of shares.
Write a short note on three recent acquisitions in India.
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45. Define and explain the concept of Corporate Restructuring.
46. Discuss the activities which are not called Corporate Restructuring.
47. Explain with the suitable examples:
a. Merger
b. Consolidation
c. Acquisition
d. Divestiture
e. Demerger
f. Carve – out
g. Joint venture
48. Differentiate between Merger, Consolidation and Amalgamation.
49. Explain the following terms with examples:
a. amalgamating company
b. amalgamated company
c. transferor company
d. transferee company
e. demerged company
f. resulting company
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Explain the differences between Divestiture, Demerger and Carve – out.
What are the various methods of acquiring the control over the Target Company? Explain in detail each of them.
What are the 3 forms of demerger? Explain each of them and differentiate.
What are various situations wherein the company resorts to Reduction of Capital?
Why companies resort to Reduction of Capital despite of the Buy-Back Route?
Why do companies list and why do they delist?
What are the powers of High Court under section 391 to 394 of Companies Act, 1956?
explain with example the concept of ‘appointed date’ and ‘effective date’
Explain various methods of Reduction of Capital with examples.
What are the conditions of buy back under section 77A?
Explain the concept of Leveraged Buyout in detail with the help of an example.
Explain the concept of Management Buyout in detail with the help of an example.
Explain in detail Tata- Corus deal. Relate all the concepts you studied in this subject with the deal.
Give a brief overview of the major M & A activity that took place in different industrial sectors like:
a. Telecom
e. FMCG
b. IT
f. Iron & Steel.
c. Banking
d. Cement