Indian InstituteCourse

of Management
Outline
Rohtak
Course Title : Corporate Restructuring
Credits : 1
Type : Elective
Session Duration : 75 minutes
Term : VI
Year : 2024
Faculty : Dr. Somya Arora
Chamber Consultation Hour: Thursday (4-5 pm)
________________________________________________________________________
Introduction
Probably the greatest of all Gifts is the Power to Estimate Things at Their True Worth. A
good business is absolutely the best investment vehicle one can ever have, provided
he/she understands the underlying value and does not overpay for it. Arriving at the value
of a business or a group of business assets requires analysis and weighting of all the
drivers of value, both tangible and intangible, and those that are within the control of
management, and those that are not. Hence the structure this course is based on some of
the most commonly discussed and applied issues in Corporate Restructuring. It intends to
offer the students an opportunity to study the Restructuring process, understand different
ways of valuing business in case of entry and exit options, explore how different
valuation implications affect potential deal structures, and find the driving forces behind
the winning restructuring strategies. This course is designed to deal with corporate
restructuring activities from a financial perspective with special reference to valuing
opportunities in corporate restructuring.

Course Objectives
The specific objectives of the course are:
1) To understand the fundamentals of corporate restructuring
2) To analyze the financial aspects of restructuring
3) To develop strategic planning and execution skills

Pedagogy
The pedagogy would be a mix of Lectures, Discussions, Group exercises in class, Case
Analysis, Assignments, Quizzes, and Project Work.

Learning Outcomes: The following may be the Learning outcomes of the course.

 Demonstrate conceptual skills in understanding Corporate Restructuring

 Plan and strategize deals within the regulatory and statutory framework
 Role the valuation plays in the strategic decision-making process
 Carry out valuation analysis of complex corporate/financial structures

1
 Evaluation Scheme
Assessment/Quizzes 30%
Project Work & Presentation 20%
Class Participation 10%
End Term Exam 40%

Brief Outline
Module One: Corporate Restructuring – The Environment
Module Two: Strategic and Financial Evaluation of Portfolio (Assets) Restructuring
Module Three: Strategic, Financial Evaluation of Equity Restructuring and Business
Recombinations

References
1. Text Book
 Mergers, Acquisitions and Other Restructuring Activities by Donald M
DePamphilis, Academic Press Advanced Finance Series, Elsevier (Henceforth
DMD)
2. Other Readings
 Mergers, Acquisitions and Corporate Restructuring by Patrik A Gaughan, Wiley
India (Henceforth PAG)
 Investment Valuation Tools and Techniques by Aswath Damodaran, Wiley India
(Henceforth AD)
3. Other Materials (To be provided in course pack)
a) Other Selected Readings (R1-R21)
b) Selected Cases (C1-C9)

Special Instructions
Please read and prepare well in advance for case presentation & discussion in the class.
Case for each session is indicated in the Session Plan. The sessions will be of 75 minutes
duration. R indicates additional readings. C indicates cases.

Session Plan
Session Topic and Sub-topics Reference Case / Exercise /
No. (Book chapter Assignment
/ Page
numbers from
the
book/Addition
al readings)
1 Corporate Restructuring – What Chapters 1, 15 R1, R2
and Why?? – Part 1 and 16 of
DMD,
Chapters 11

2
 and 14 of
PAG, Chapters
17,18,19 and
20 of AD

2 Corporate Restructuring – What Chapters 1, 15 R3, R4

and Why?? – Part 2 and 16 of
DMD,
Chapters 11
and 14 of
PAG, Chapters
17,18,19 and
20 of AD

3 Creating Value through Corporate Chapters 1, 15 C1, R5, R6, R7

Restructuring and Inter-Corporate and 16 of
Investments – Part 1 DMD,
Chapters 11
and 14 of
PAG, Chapters
17,18,19 and
20 of AD

4 Creating Value through Corporate Chapters 1, 15 C1, R5, R6, R7

Restructuring and Inter-Corporate and 16 of
Investments – Part 2 DMD,
Chapters 11
and 14 of
PAG, Chapters
17,18,19 and
20 of AD

5 Evaluating Alternative Exit Chapters 7, 8, C2, R8, R9

Strategies I – Part 1 9 of DMD,
Chapter 15 of
PAG, Chapters
7, 10, 11, 12
of AD
6 Evaluating Alternative Exit Chapters 7, 8, C2, R8, R9
Strategies I – Part 2 9 of DMD,
Chapter 15 of
PAG, Chapters
7, 10, 11, 12
of AD
7 Evaluating Alternative Exit Chapters 7, 8, C3

3
 Strategies II – Part 1 9 of DMD,
Chapter 15 of
PAG, Chapters
7, 10, 11, 12
of AD
8 Evaluating Alternative Exit Chapters 7, 8, C3
Strategies II – Part 2 9 of DMD,
Chapter 15 of
PAG, Chapters
7, 10, 11, 12
of AD
9 Evaluating Acquisition (Strategic Chapters 7, 8, C4, R10, R11, R12
and Financial) Opportunities – 9 of DMD,
Part 1 Chapter 15 of
PAG, Chapters
7, 10, 11, 12-
of AD
10 Evaluating Acquisition (Strategic Chapters 7, 8, C4, R10, R11, R12
and Financial) Opportunities – 9 of DMD,
Part 2 Chapter 15 of
PAG, Chapters
7, 10, 11, 12
of AD
11 Valuation of company in Chapter 10 of C5, R13
recapitalisation – Part 1 DMD, Chapter
7, 10, 11, 12,
16 of AD
12 Valuation of company in Chapter 10 of C5, R13
recapitalisation – Part 2 DMD, Chapter
7, 10, 11, 12,
16 of AD
13 Value Implication of Dual class Chapter 10 of C6, R14
and Pyramid Ownership – Part 1 DMD, Chapter
7, 10, 11, 12,
16 of AD
14 Value Implication of Dual class Chapter 10 of C6, R14
and Pyramid Ownership – Part 2 DMD, Chapter
7, 10, 11, 12,
16 of AD
15 Buyback of Shares – Part 1 Chapter 10 of C7, R15, R16
DMD, Chapter
7, 10, 11, 12,
16 of AD
16 Buyback of Shares – Part 2 Chapter 10 of C7, R15, R16
DMD, Chapter
7, 10, 11, 12,

4
 16 of AD
17 Structuring and Valuation of LBO Chapters 13, C8, R17, R18, R19
– Part 1 14, 17 of
DMD,
Chapters 8, 10,
12 of PAG,
Chapter 30 of
AD
18 Structuring and Valuation of LBO Chapters 13, C8, R17, R18, R19
– Part 2 14, 17 of
DMD,
Chapters 8, 10,
12 of PAG,
Chapter 30 of
AD
19 Valuing a Restructuring Plan Chapters 13, C9, R20, R21
under Financial Distress – Part 1 14, 17 of
DMD,
Chapters 8, 10,
12 of PAG,
Chapter 30 of
AD
20 Valuing a Restructuring Plan Chapters 13, C9, R20, R21
under Financial Distress – Part 2 14, 17 of
DMD,
Chapters 8, 10,
12 of PAG,
Chapter 30 of
AD

Table of Contents

Sl. Reading/ Reading / Case Title Session

No. Case No. No.
1 R1 From Competitive Advantage to Corporate 1
Strategy (HBSP #87307)
2 R2 When does restructuring improve economic 1
performance? (CMR141)
4 R3 Use Joint Ventures to ease the pain of restructuring 2
(HBR 95608)

5 R4 The right way to restructure conglomerates in 2

Emerging Markets (99407)

5
6 R5 How to know if a spin-off will succeed? (H01W61) 3
7 R6 Spinning out a Star (HBSP product #R0206H) 3
8 R7 Limits of Structural Change (SMR 121) 4
9 R8 Introduction to Valuation Multiples (9-206-95) 5, 6
9 R9 Corporate Valuation and Market Multiples (9-206- 5, 6
039)
10 R10 Valuing a business acquisition opportunity (9-289- 9, 10
039)
11 R11 Valuing companies in corporate restructuring (9- 9, 10
201-073)
12 R12 Note on Valuing Control and Liquidity in Family 9, 10
And Closely Held Firms (9-209-104)
13 R13 The Estate Freeze (9-293-063) 11, 12
14 R14 Dual Class Share Companies (306032) 13, 14
15 R15 Is a share buyback right for your company? 15, 16
(R0104K)
16 R16 Seize Advantage in a Downturn (R0902C) 15, 16
17 R17 Note on LBO valuation A & B (9-902-004 and 9- 17, 18
902-005)
18 R18 Note on Capital Cash Flow Valuation (9-295-069) 17, 18
19 R19 Rehabilitating the Leverage Buyout (95305) 17, 18
R20 When a strategic plan includes bankruptcy? 19, 20
(BH014)
20 R21 Notes on Bankruptcy in United States (9-292-062) 19, 20
21 C1 Health Development Corporation (9-200-049) 3,4
22 C2 Humana Inc - – Managing in a Changing Industry 5,6
(9-294-062)
23 C3 USX Corporation (9-296-050) 7, 8
24 C4 Spyder Active Sports – 2004 (9-206-027) 9, 10
25 C5 Kohler Co. (A) (9-205-034) 11, 12
26 C6 Magna International (A) and (B) (9-211-044 and 9- 13, 14
211-045)
27 C7 British Land 15, 16
28 C8 Berkshire Partners: Bidding for Carter’s (9-205- 17, 18
058)
29 C9 Bankruptcy and restructuring in Marvel 19, 20
Entertainment Group (9-298-059)

Note: ‘R’ and ‘C’ in the second column stand for ‘Reading’ and ‘Case’ respectively.