CS Professional Corporate Restructuring, Valuation and Insolvency Classes
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CS Professional Paper 6 - Corporate Restructuring, Valuation and Insolvency
Syllabus note: under the ICSI New Syllabus 2022 this paper was renamed from "Corporate Restructuring, Insolvency, Liquidation and Winding Up" to "Corporate Restructuring, Valuation and Insolvency". The significant addition is business valuation - valuation approaches, methods and the registered valuer framework under the Companies Act - which sits alongside the restructuring and IBC content.
This is the most transactionally intensive paper in CS Professional — it covers the full lifecycle of corporate transactions from voluntary restructuring to involuntary insolvency, making it directly relevant to M&A advisory, insolvency professional work, and corporate restructuring practice. It is a 100-mark paper.
Corporate Restructuring
- Mergers and Amalgamations — Types (horizontal, vertical, conglomerate), objectives, merger process under Sections 230–232 of Companies Act 2013, NCLT's role, creditor and shareholder meetings, scheme sanction
- Demergers and Spin-offs — Demerger mechanism under Section 232, tax neutrality conditions under Income Tax Act Section 2(19AA), accounting treatment
- Cross-Border Mergers — Section 234 of Companies Act and Companies (Compromises, Arrangements and Amalgamations) Rules 2016, RBI approval, foreign merger structures
- Takeovers — SEBI SAST 2011 — mandatory and voluntary open offer, creeping acquisition limits, open offer process, competing bids, SEBI review
- Disinvestment — Government disinvestment policy, strategic and financial disinvestment, DIPAM framework
- Private Equity and PIPE transactions — PE investment structures, CCPS (Compulsorily Convertible Preference Shares), anti-dilution mechanisms
- Management Buyout (MBO) and Leveraged Buyout (LBO) — Structure, financing, CS secretarial obligations in MBO/LBO
Insolvency and Bankruptcy Code 2016
- CIRP — Initiation by financial creditor (Section 7), operational creditor (Section 9), corporate debtor itself (Section 10)
- Moratorium — Scope and implications for company operations
- Insolvency Resolution Professional (IRP) and Resolution Professional (RP) — Appointment, powers, duties
- Committee of Creditors (CoC) — Constitution, voting (minimum 66% for resolution plan, 75% for critical decisions)
- Resolution Plan — Approval by CoC, NCLT confirmation, IBBI regulation
- Liquidation — Waterfall mechanism (Section 53), liquidation estate, avoidance transactions (preference, undervalue)
- Pre-packaged Insolvency Resolution Process (PIRP) — For MSMEs, pre-negotiated resolution plan submission
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