Lexis Nexis’s Mergers et al–Issues, Implications and Case Law in Corporate Restructuring by S Ramanujam – 5th Edition 2025.

Mergers et al – Issues, Implications and Case Law in Corporate Restructuring is a comprehensive legal and practical guide that demystifies the complex financial engineering behind India’s biggest corporate deals. Authored by industry veteran S. Ramanujam, this heavily revised 5th Edition (2025) delves into the intricacies of mergers, demergers, takeovers, capital reductions, and family arrangements. With a strong foundation in comparative law, this book is unique for its chapter-by-chapter breakdown of fresh methods adopted by modern entrepreneurs to remodel their business ventures.

Deconstructing Landmark Corporate Deals

This treatise does not rely purely on theory; it brings corporate law to life through exhaustive, practical breakdowns of recent headline-making transactions:

• The HUL–Horlicks Takeover: A detailed discussion on the acquisition, specifically focusing on the intricate purchase-price allocation adopted to distribute the cost of purchase to intangibles.
• The HDFC Mega-Merger: Analyzes the historic HDFC–HDFC Bank merger, including the intense legal fight by LVB shareholders for fair compensation.
• Succession Planning & Family Arrangements: Explains complex family realignments with live extracts of the methodology adopted by Dhampur Sugars and the TVS family, alongside the mandatory SEBI declarations required to execute them.

Evolving Tactics for Modern Enterprises

The 5th Edition is packed with new-age restructuring solutions that address current market demands:

• The Startup “Reverse Flip”: A complete guide to the regulatory mechanics and RBI compliance required for Indian startups bringing their offshore holding structures back home.
• Unique Capital Reductions: Details innovative capital reduction schemes, such as eliminating untraced foreign shareholders or distributing listed company shares held by promoter holding companies to achieve a close-knit structure.
• IBC & Stamp Act Intersections: Covers vital 2025 case laws under the Insolvency and Bankruptcy Code (IBC) and the Bombay/Delhi Stamp Acts regarding the taxation and revival mechanics of mergers and demergers.

Who Should Buy This Book?

• M&A Lawyers & Corporate Counsel: The ultimate desk reference for structuring complex acquisitions, navigating SEBI compliance, and handling NCLT disputes.
• Chartered Accountants & CFOs: Essential for understanding purchase-price allocations, intangible asset valuations, and tax-efficient restructuring strategies.
• Investment Bankers & Promoters: Provides actionable, boardroom-level insights into succession planning and unlocking shareholder value.

About the Author

S. Ramanujam Mr. S. Ramanujam is a veteran Chartered Accountant (1977 batch) and one of India’s foremost corporate tax and restructuring experts. He is widely recognized for bridging the gap between rigorous legal framework analysis and practical corporate execution.

His extraordinary professional background spans both industry leadership and top-tier advisory. He served as the Executive Vice President & Head of Group Taxation at The UB Group for 24 years (1988–2012) before working as a Senior Advisor in the M&A Tax Cell at PricewaterhouseCoopers (PwC). Beyond advising large conglomerates, Mr. Ramanujam has served as a faculty member at elite institutions including the National Law School of India University (NLSIU), ICSI, and ICFAI, training the next generation of legal and financial professionals.

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