Course Handout for Law Relating to Mergers and Acquisitions

Semester VIII (2015)

Faculty: Dr. Achyutananda Mishra Section: Class of 2011
Mobile: 9581560591. E-mail: achyutanandamishra@yahoo.in
Objective of the Course:
To impart a theoretical understanding of basics of Merger and Acquisition (M & A), social and
legal implication of Merger and Acquisition and various laws and regulations relating to M & A.
The focus of the paper is to prepare students to be well conversant with intricacies of legal
provisions relating to M & A and make them able to draft MOU and Merger Agreements.
Session Plan:
Units
Unit- I: Introduction, Theories of Merger and Acquisition (in short M &
A), Types of M & A, Advantages and Disadvantages, Structure of
Transaction(Asset Purchase, Cross-Border Mergers, Share Purchase)
Unit-II: Merger and Acquisition in International Law, European Law,
American Law and other Systems of Law
Unit-III: Merger and Acquisition in India: Pre and Post Liberalisation
period
Unit-IV: Role of Regulators governing M & A in India: Security and
Exchange Board of India (SEBI), Reserve Bank of India (RBI), Foreign
Investment Promotion Board (FIPB), Competition Commission of India
(CCI)
Unit-V: Law relating to M & A : Company Law, Competition Law,
FEMA, SEBI Regulation and Guidelines, RBI Policies and others
Unit-VI: Issues Relating to M & A: Contractual, Intellectual Property,
Exchange Control (FDI), Tax
Unit-VII: Merger and Acquisition Agreement (Essentials): MoU (PreAgreement), Acquisition Agreement (Share Purchase Agreement etc.)
Unit-VIII: Case Studies: Indian and Foreign
Unit-IX: Drafting of M & A Agreement(Model): MoU and Acquisition
Agreement

Sessions
5

5
3
6

10
5
4
4
2