By Murali Krishnan

As the title of the book divulges, it is a comprehensive treatise on the issues, implications and case law in corporate restructuring. The book is into its improvised and enlarged third edition which is an indication of its popularity. 

S. Ramanujam, the author of the book is a veteran chartered accountant having more than 36 years of experience. He is an accomplished name in the field of law of taxation. This work is a testimony of his expertise in Company Law and to say that he has done a commendable job would be an understatement.  

Provisions pertaining to corporate restructuring occupy a very petite portion in the statute book.  A deeper understanding of the practices and procedure requires discussions on archetypes and counterpart laws. The book under review offers precisely that.

The book is comprised of 10 parts and 56 chapters. The first part contains analysis of the provision of Companies Act along with a close scrutiny of the corresponding provisions under the English Companies Act.  The second part discusses significant corporate combinations thus resulting in manifold expansion of existing corporate entities while the third part deals with situations of demergers and its niceties. The subsequent parts cover tax related aspects of the corporate restructuring, valuation, accounting standards, human dimensions and secretarial aspects. The appendices relevant to the subject matter fall at the very end. With the arrangement of provisions, procedure and implications in the said order, the book replicates on field transactions.   

The Satyam scam which shook the Indian corporate world has been discussed under the chapter head ‘the takeover of beleaguered Satyam’. Incorporation of umpteen case laws and illustrations make the book an interesting read and also presents us with an idea of how the combination issues are dealt with in court rooms with English precedents attaining binding status most often than not. The discussions on Competition Act and merger of foreign companies with Indian companies deserve special mention. The ramifications of combinations would be more closely scrutinized under the Competition Act in the years to come to analyse anti- competitive elements involved in the same. A whole chapter has been devoted for the same and is praiseworthy. The chapter on merger of foreign companies with Indian companies throws light on a field which has been void of sufficient literature.

The book is written in plain and simple language making it an easy read for laymen. The uncomplicated layout and the big font size are other significant advantages. The author has accomplished a gargantuan task in articulating relevant materials pertaining to the subject in a lucid style. The book would be of immense help to lawyers specializing in mergers and acquisitions. The most notable aspect is that both the fundamental aspects and the finer nuances have been dealt with in a manner appealing to both beginners and the grey haired in the profession. Hence, I would also recommend the book to any student of law who is desirous of having a deeper understanding of corporate restructuring. At Rs. 1995, the book is competitively priced. It is one of a kind and would be an asset to any law library. 

Murali Krishnan is an Associate at  a leading law firm in Mumbai.

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