PES INSTITUTE OF TECHNOLOGY – BANGALORE SOUTH CAMPUS

Dept. of MBA

Lesson Plan

Semester – IV

Subject Code : 14MBAFM407 Total no of Lectures: 56

Subject Title : MERGERS, ACQUISTIONS AND

CORPORATE RESTRUCTURING IA Marks: 50

Type : ELECTIVE Credits:

Faculty Name : Mr. Suresh A S Exam Hours: 03

No of Lecture Hours / Week: 04 Exam Marks: 100

Practical Component Hour : 01 Ratio of theory to problems: 80:20

Pre-Requisite: Mention the pre-requisite course code if required
Course Objectives:
·  To facilitate understanding of corporate merger and acquisition activity and restructuring
·  To communicate to the students the role that M&A plays in the contemporary corporate world.
·  To understand how to use M & A as a strategic tool.
·  To compare and contrast the various forms of corporate restructuring.
·  To assess human and cultural aspects of M&A’s
Course Outcomes:
At the end of the course students will be able to:
1.  Understand corporate merger and acquisition activity
2.  Analyse the mergers & acquisition deals that have taken place in the recent past.
3.  Understand synergies of mergers & acquisition deals.
4.  Compute the valuation associated with M&A.
5.  Understand the human and cultural aspects of M&A’s

Table - 1

Session Plan

Module No / Session No. / Contents / Pedagogical Tools / Presentation/Practical Component / Assignments / additional work / Student
Learning
Evaluation Technique / Cumulative Coverage
I / 1 / Course Outline: Mergers – in the nature of Acquisition, types of mergers, motives behind mergers
Course Objective: to understand the types of mergers, motives behind mergers
Course Outcome: Students will get the basic idea about types of mergers, motives behind mergers. / Lecture / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Case Presentation / 18%
2 / Course Outline: Theories of mergers
Course Objective: to understand the various types of mergers, motives behind mergers
Course Outcome: students will know the types of mergers, motives behind mergers. / Lecture
Problem solving / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Case Presentation
3-4 / Course Outline: Synergy – meaning and types. Operating, financial and managerial synergy of mergers
Course Objective: to evaluate the Operating, financial and managerial synergy of mergers
Course Outcome: students will know the difference between Operating, financial and managerial synergy of mergers / Lecture
Problem solving / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Case Presentation
5 / Course Outline: value creation in horizontal, vertical and conglomerate mergers
Course Objective: to understand the process of value creation in horizontal, vertical and conglomerate mergers
Course Outcome: students will be able to understand the value creation in horizontal, vertical and conglomerate mergers / Lecture
Problem solving / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Case Presentation
6-7 / Course Outline: Internal and external change forces contributing to M & A activities and Impact of M & A on stakeholders.
Course Objective: to understand the Impact of M & A on stakeholders.
Course Outcome: students will know the features and Impact of M & A on stakeholders. / Lecture / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Case Presentation
II / 8 / Course Outline: M & A – A strategic perspective- industry life cycle analysis in M&A decision
Course Objective: introduction of industry life cycle analysis in M&A decision
Course Outcome: Student’s will understand the industry life cycle analysis in M&A decision / Lecture
Case Discussion / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test I
9 -10 / Course Outline: Product life cycle analysis in M&A decision and strategic approaches to M&A- SWOT analysis, BCG matrix
Course Objective: to understand the Product life cycle analysis in M&A
Course Outcome: students will know the Problem in Product life cycle analysis in M&A / Student Presentation / Participation / Practical Component / Refer the
Table 2 / Refer the
Table 2
Module No / Session No. / Pedagogical Tools / Presentation/Practical Component / Assignments / additional work / Student
Learning
Evaluation Technique / Cumulative Coverage
11 / Course Outline: Application of Porter’s Five forces model
Course Objective: to understand the Application of Porter’s Five forces model
Course Outcome: students will know the Problem on historical performance. / Lecture
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test I
# Case Presentation / 36%
III / 12 / Course Outline: Corporate restructuring – different methods of restructuring – joint ventures
Course Objective: to understand the different methods of restructuring
Course Outcome: students will understand the different methods of restructuring / Lecture
Case Discussion / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test I
# Case Presentation
13 -14 / Course Outline: Sell off and spin off – divestitures – equity carve out
Course Objective: to understand the difference between Sell off and spin off
Course Outcome: students will be able to identify the Sell off and spin off strategies / Lecture
Case Discussion / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test I
# Case Presentation
15 – 16 / Course Outline: Leveraged buy outs (LBO) – management buy outs and Master limited partnerships
Course Objective: to evaluate the difference between LBO & MBO
Course Outcome: students will know the difference between LBO & MBO / Lecture
Case Discussion / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test I
# Case Presentation
17 – 18 / Course Outline: Limited Liability Partnership (LLP) in India. Nature and incorporation of LLP
Course Objective: to understand the working of LLP in India
Course Outcome: students will understand the need for LLP / Lecture
Case Discussion / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Case Presentation
19-20 / Course Outline: De merger- strategic alliance and employee stock
ownership plans (ESOP)
Course Objective: to understand the De merger- strategic alliance
Course Outcome: students will understand the difference between De merger- strategic alliances. / Lecture
Case Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Case Presentation
Module No / Session No. / Contents / Pedagogical Tools / Presentation/Practical Component / Assignments / additional work / Student
Learning
Evaluation Technique / Cumulative Coverage
IV / 21 / Course Outline: Merger Process: Dynamics of M&A process- identification of targets negotiation- closing the deal.
Course Objective: to understand the process of merger
Course Outcome: students will understand the steps in merger process. / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test II
# Case Presentation / 50%
22 / Course Outline: Five stage model – due diligence (detailed discussion).
Course Objective: to understand the due diligence process
Course Outcome: students will understand the process of due diligence. / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test II
# Case Presentation
23 – 24 / Course Outline: Process of merger integration – organizational and human aspects – managerial challenges of M&A.
Course Objective: to understand the organizational and human aspects in M&A.
Course Outcome: students will understand Free cash flow to
Equity (FCFE) model / Lecture
Cases Discussion
Problem solving / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test II
# Case Presentation
V / 25-26 / Course Outline: Methods of financing mergers – cash offer and Share exchange ratio – mergers as a capital budgeting decision
Course Objective: to solve problems on cash offer
Course Outcome: students will understand procedure of cash offer. / Lecture
Cases Discussion
Problem solving / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test II
# Case Presentation
27-28 / Course Outline: Problems on cash offer
Course Objective: to solve problems on cash offer
Course Outcome: students will be able to solve practical problems on cash offer / Lecture
Cases Discussion
Problem solving / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test II
# Case Presentation
Module No / Session No. / Contents / Pedagogical Tools / Presentation/Practical Component / Assignments / additional work / Student
Learning
Evaluation Technique / Cumulative Coverage
29-30 / Course Outline: Problems on cash offer and share exchange ratio
Course Objective: to evaluate the problems on share exchange ratio
Course Outcome: students will understand the problems on share exchange ratio / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test II
# Case Presentation / 64%
31 / Course Outline: Synergies from M&A: Operating and Financial synergy
Course Objective: to understand the Synergies from M&A
Course Outcome: students will understand the Synergies from M&A / Lecture
Cases Discussion / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test II
# Case Presentation
32 / Course Outline: Accounting for amalgamation – pooling of interest method, purchase method
Course Objective: to solve problems on pooling of interest method
Course Outcome: students will understand the pooling of interest method / Lecture
Cases Discussion / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test II
# Case Presentation
33-34 / Course Outline: Problems on pooling of interest method, purchase method
Course Objective: to solve Problems on pooling of interest method
Course Outcome: students will understand the procedure to solve problem / Lecture
Cases Discussion / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test II
# Case Presentation
35-36 / Course Outline: Problems on Mergers and Acquisition
Course Objective: to solve Problems on Mergers and Acquisition
Course Outcome: students will be able to solve Problems on Mergers and Acquisition / Lecture
Cases Discussion / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test II
# Case Presentation
37 / Course Outline: Problems on Mergers and Acquisition
Course Objective: to solve Problems on Mergers and Acquisition
Course Outcome: students will be able to solve Problems on Mergers and Acquisition / Lecture
Cases Discussion / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test II
# Case Presentation
38 / Course Outline: Problems on Mergers and Acquisition
Course Objective: to solve Problems on Mergers and Acquisition
Course Outcome: students will be able to solve Problems on Mergers and Acquisition / Lecture
Cases Discussion / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test II
# Case Presentation
Module No / Session No. / Contents / Pedagogical Tools / Presentation/Practical Component / Assignments / additional work / Student
Learning
Evaluation Technique / Cumulative Coverage
39 / Course Outline: Problems on Mergers and Acquisition
Course Objective: to solve Problems on Mergers and Acquisition
Course Outcome: students will be able to solve Problems on Mergers and Acquisition / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test III
# Case Presentation / 78%
40 / Course Outline: Problems on Mergers and Acquisition
Course Objective: to solve Problems on Mergers and Acquisition
Course Outcome: students will be able to solve Problems on Mergers and Acquisition / Lecture
Cases Discussion
Video
Problem solving / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test III
# Case Presentation
41 / Course Outline: Case study on M & A
Course Objective: to analyze case
Course Outcome: students will be able to analyze case study / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test III
# Case Presentation
VI / 42 / Course Outline: Takeovers, types of takeovers
Course Objective: to understand the, types of takeovers.
Course Outcome: students will understand the various types of takeovers available. / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test III
# Case Presentation
43 / Course Outline: Takeover strategies, Takeover defenses – financial defensive measures
Course Objective: to understand the takeover strategies
Course Outcome: students will understand the financial defensive measures / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test III
# Case Presentation
44 / Course Outline: financial defensive measures – methods of resistance
Course Objective: to understand the methods of resistance
Course Outcome: students will understand the various methods of resistance. / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test III
# Case Presentation
Module No / Session No. / Contents / Pedagogical Tools / Presentation/Practical Component / Assignments / additional work / Student
Learning
Evaluation Technique / Cumulative Coverage
45 / Course Outline: anti-takeover amendments – poison pills
Course Objective: to understand the anti-takeover amendments
Course Outcome: students will understand the anti-takeover amendments available. / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test I
# Case Presentation / 88%
VII / 46-47 / Course Outline: Legal aspects of Mergers/amalgamations and acquisitions/takeovers- Combination and Competition Act
Course Objective: to understand the : Legal aspects of Mergers
Course Outcome: students will understand the Legal aspects of Mergers / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test I
# Case Presentation
48 / Course Outline: Competition Commission of India (CCI)- CCI Procedure in Regard to the transactions of Business Relating to combination of Regulations 2011
Course Objective: to understand the procedures of Competition Commission of India
Course Outcome: students will understand the CCI Procedure in Regard to the transactions of Business / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test I
# Case Presentation
49-50 / Course Outline: Scheme of Merger/Amalgamation-essential features of the scheme of amalgamation
Course Objective: to understand the essential features of the scheme of amalgamation
Course Outcome: students will understand essential features of the scheme of amalgamation / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test III
# Case Presentation / 100%
51 / Course Outline: Scheme of Merger/Amalgamation-essential features of the scheme of amalgamation
Course Objective: to understand the essential features of the scheme of amalgamation
Course Outcome: students will understand essential features of the scheme of amalgamation / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test III
# Case Presentation
52 / Course Outline: Approvals for the scheme-Step wise procedure- Acquisitions/Takeovers- Listing agreement-The SEBI Substantial Acquisition of Shares and Takeover code
Course Objective: to understand the SEBI Substantial Acquisition of Shares and Takeover code
Course Outcome: students will understand Approvals for the scheme / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test III
# Case Presentation
53 / Course Outline: Approvals for the scheme-Step wise procedure- Acquisitions/Takeovers- Listing agreement-The SEBI Substantial Acquisition of Shares and Takeover code
Course Objective: to understand the SEBI Substantial Acquisition of Shares and Takeover code
Course Outcome: students will understand Approvals for the scheme / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test III
# Case Presentation
54 / Course Outline: Case study
Course Objective: to understand the concepts through case study
Course Outcome: students will understand the latest trends in M & A / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test III
# Case Presentation
55 / Course Outline: Case study
Course Objective: to understand the concepts through case study
Course Outcome: students will understand the latest trends in valuation of mergers / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test III
# Case Presentation
56 / Course Outline: Case study
Course Objective: to understand the concepts through case study
Course Outcome: students will understand the latest trends in corporate restructuring / Lecture
Cases Discussion
Video / Refer the
Table 2 / Refer the
Table 3 / # Class Discussion
# Test III
# Case Presentation
Syllabus Review / A complete revision through the presentation by the students based on the presentation topics

Table – 2