Regulatory framework governing mergers amalgamations and takeovers sebi sast regulations, 2011 disclosures, exemptions public announcement etc relating to takeovers. Do sebi substantial acquisition of shares and takeovers regulations, 1997 are applicable to amalgamation or merger or demerger under the act. For this reason, the merger provisions of the act are welcomed. May 22, 2010 mergers and amalgamations the terms merger and amalgamation are used interchangeably as a form of business organization to seek external growth of business. In the six years since this classic handbook first appeared, the mergers and acquisitions field has undergone some major upheavals swinging like a pendulum from the carefree optimism of the 80s to the extreme caution of the early 90s. A copy of article xii, section 2 is found in the appendix. He said that there is a great deal written about mergers and acquisitions, the. Regulatory framework governing mergers amalgamations and takeovers sebi sast regulations, 2011 disclosures, exemptions public announcement etc. Sections 390 to 394 the merger provisions of the companies act govern a merger of two or more companies the provisions of sections 390394 are set out in annexure 1 for reference under indian law.
Understanding mergers and amalgamations an attempt has been made in this handbook to present the provisions of the companies act, 1956 relating to arrangement, mergers and amalgamations in form of questions and answers for ease of understanding, insight and awareness. In case of india, mergers, takeovers and other corporate restructuring activities are uncommon prior to the new industrial policy reforms1991ahluwalia, 2002. Economic and competition law aspects of mergers and amalgamations 4. The handbook of mergers and acquisitions hardcover david. Raider theory this merger will trigger wealth transfers from the stockholders of the companies it bids for. A read is counted each time someone views a publication summary such as the title, abstract, and list of authors, clicks on a figure, or views or downloads the fulltext. Acquisitions and takeovers when analyzing investment decisions, we did not consider in any detail the largest investment decisions that most firms make, i. The handbook of mergers and acquisitions edited by david faulkner, satu teerikangas, and richard j. Mergers and amalgamations the terms merger and amalgamation are used interchangeably as a form of business organization to seek external growth of business. Mergers and acquisitions edinburgh business school. Mergers and amalgamations, takeovers mergers and amalgamations legal aspects procedural aspects economic aspects accounting aspects financial aspects taxation aspects stamp duty and allied matters filing of various.
Law and practice book online at best prices in india on. Gives you expert commentary on the current law and practice with valuable tips for practitioners. The present third edition has been thoroughly revised, enlarged and. He has conducted numerous workshops to top executives in many countries. Jain book agency, delhi based book store for all your books related needs. It provides a composite code for facilitating mergers and amalgamations which obviates the need for making multiple applications under the act. Read handbook on mergers amalgamations and takeovers. The objective of this study lesson is to enable the students to understand an overview mergers, amalgamations takeovers concept of takeovers, its kinds etc. Boeings largest investment of the last decade was not a new commercial aircraft but its acquisition of mcdonnell douglas in 1996. Merger or amalgamation is a combination of two or more companies into one company. A glance at any business newspaper or business news web page will indicate that mergers and acquisitions are big business and are taking place all the time. Finance and profits the mangers handbook vision books. The book provides a detailed reference, guidance and knowledge on the practices, procedures and legal aspects relating to mergers, amalgamations and takeovers in india in comparison to the developed nations like uk and usa.
The companies act, 1956 does not define the term merger or amalgamation. Mergers and amalgamations are form of complete consolidation. All about mergers and amalgamations by lavina bhargava download pdf the author, lavina bhargava, is a 3rd year student of nmims, kirit p. The mergers and acquisitions handbook rock, milton l. Regulatory framework governing mergers amalgamations and takeovers sebi sast regulations, 2011.
I propose a categorization of such motives based on the residual. Merger and acquisitions happens when two legal entities assets and liabilities are combined to become one legal. Regulatory aspects of valuation with reference to corporate strategies part c insolvency 16. It provides a composite code for facilitating mergers and amalgamations which obviates the need for. Mergers, acquisitions and restructuring harvard dash. Hostile acquisitions are sometimes referred to as hostile takeovers. Mergers and acquisitions edinburgh business school ix preface an understanding of mergers and acquisitions as a discipline is increasingly important in modern business. Can a compromise or arrangement between company and. Mergers and acquisitions ministry of corporate affairs.
Handbook on mergers amalgamation and takeovers by unknown from. Forthcoming in oxford handbook on corporate law and governance. Financial performance before and after mergers and acquisitions of the selected indian companies chapter1 introduction. Chapter 1 mergers, demergers, acquisitions, takeover. Mergers amalgamations the terms merger and amalgamation are used interchangeably as a form of business organization to seek. Referencer on certification of securities transfer.
Ray, 2010, later, they occurred due to regulatory shocks agarwal and bhattacharjea, 2006. For example, the merger of a company engaged in the construction business with a company engaged in production of brick or. Acquisition does not involve combination of companies. Mergers and acquisitions motives jrisy motis 1 toulouse school of economics ehess gremaq and university of crete jrissy. Buy handbook on mergers amalgamations and takeovers. Efficiency theory it views mergers as being planned and executed to achieve synergies. That aspect is the voluntary forfeiture of a charter, and makes a distinction between voluntary mergers or amalgamations, and involuntary. This pdf is a selection from an outofprint volume from the national bureau. Listing manual the listing manual applies where the ac.
Institutional laws, and mergers and acquisitions in india. For example, the compulsory acquisition of shares of minority shareholders section 215 of the target companies is governed by the companies act. Cassim, et al12 describes the introduction of mergers as mergers, within limits, are good for the economy, for wealth creation and for corporate efficiency. Explain the effect of merger on earnings per share and market price per share.
Handbook on mergers, amalgamations and takeovers law. Outline sec filing requirements and tax considerations 18. Identify information to consider before doing a deal 5. Effect of mergers and acquisitions in the tax burden of companies. The regulatory framework governing acquisition takeovers is described in section two. While there may be certain distinctions between these notions, the differences are of more interest to accountants and lawyers than to financial economists, managers, and investors. At present, in case of a proposed scheme for amalgamation of company which is being dissolved without winding up, the law requires a report. Section 2 addresses an important aspect of mergers or amalgamations of iaff locals.
Dec 18, 20 reverse merger is a coined term generally used in those cases of mergers where a company having higher net worth is merging into a company having net worth lower than it. Mergers, amalgamations and acquisitions in the australian notforprofit human services sector in a merger arrangement, two organisations may consolidate to form a new organisation where the assets and liabilities of both organisations are owned under a new organisation. Types of mergers, acquisitions, and corporate restructurings mergers and acquisitions are usually, but not always, part of an expansion strategy. A merger is a combination of two or more firms in which only one firm would survive and the other would cease to exist, its asset liabilities being taken over by surviving firm. Four modes of acculturation 6 human resource implications 6. Mergers, amalgamations and acquisitions in the australian notforprofit human services sector descriptions of mergers, amalgamations and acquisitions in a merger arrangement, two organisations may consolidate to form a new organisation where the assets and liabilities of both organisations are owned under a new organisation.
They can be horizontal deals, in which competitors are combined. Oxford handbook on corporate law and governance, forthcoming. Introduction to mergers and acquisitions 3 acquisitions and takeovers an acquisition, according to krishnamurti and vishwanath 2008 is the purchase of by one company the acquirer of a substantial part of the assets or the securities of another target company. Reflection of mergers and acquisitions in various financial reporting standards. Referencer on filling and filing of eforms 23ac and 23aca. Sampath, mergersamalgamations, takeovers, joint ventures, llps and corporate restructure, snow white publications.
Ramanujam, mergers et al, lexisnexis butter worths wadhwa, nagpur 2. Mergersamalgamations the terms merger and amalgamation are used interchangeably as a form of business organization to seek. However it deals with schemes of merger acquisition which are stipulated under section 391 to 394. Thus, the entire focus on timing is driven by the enterprises strategic needs and a market and. An amalgamation is very similar to a merger and it.
Financial, stamp duty and taxation aspects of amalgamation 6. Referencer on reconciliation of share capital audit. Vertical mergers vertical mergers refer to the combination of two entities at different stages of the industrial or production process. Hostile takeovers are typically quite costly because they usually involve a.
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