Corporate Restructuring In India—Need Of The Hour :                                                                      Corporate restructuring presents a significant challenge to companies; integrating previously distinct companies or business units requires a clear understanding of how each organization’s process will affect communal structure, technology requirements, and employee morale. As each organization comes together, it brings its own diverse systems and applications, which contribute to an increasingly complex IT infrastructure. At Health Net, one of the nation’s largest publicly traded healthcare companies, coalitions and acquisitions helped the company grow but also created many IT challenges. After multiple coalitions and acquisitions, lack of integration between Health   Net ’s disparate systems created inefficiencies that slowed down the company’s daily process. “When core applications and systems have a difficult time ‘talking’ to each other, the flow of data across the entire organization is slower.We wanted to fix that problem immediately,” says Ted Wilkinson, a director of IT at Health Net. In addition to integrating its core applications, Health Net needed to create an integrated interface for outside vendors to access real-time claims and eligibility information from what were previously inaccessible back-end systems. By providing this access, Health Net would strengthen its vendor relationships and improve the quality of its service to customers. After evaluating various integration vendors, Health Net chose TIBCO Software Inc., a leading enabler of real-time business.Part of connecting companies after a coalition or acquisition is fusing together diverse corporate processes and methods of communication. For Health Net, a central associate portal was crucial to maintaining consistent communication and uniting associate processes under a single corporate vision.“After growing from coalitions and acquisitions, Health Net began to feel more like a collection of separate companies rather than a unified team,” Yamato-Tucker says. “We wanted to create a more unified feeling among the associates initiated a ‘One Company, One Mission, One Vision’ campaign. An enterprise-wide portal was the ideal way to bring all departments and associates together under one corporate umbrella.” Lori Hillman, a senior communications specialist at Health Net, agrees. “The portal must be the primary communications vehicle for the entire company.” The portal gives associates the ability to access critical business tools, view personal benefits and paychecks, submit suggestions, access online training resources, and perform other important tasks. “The portal has improved our level of corporate communications,” says Yamato-Tucker. “We now have a vehicle for uniting associates across numerous geographical locations.” According to Hillman, another benefit of the TIBCO-powered portal is the speed and ease with which they can add new features. “If the communications department needs to add a new resource to the portal, our IT staff is able to accommodate our needs very quickly.”.The  aspects dealt in this article will be helpful for the companies interested in coalition and reconstruction activities, issues involved in coalition activities etc. The accountability on the part of purchasing company mostly involves making decision of one kind or another. It involves choosing particular course of action after considering the possible alternatives. Whatever the company does, it does through making coalition decision. As for as purchasing companies are concerned such decisions are vital for improving their bottom-line,  net worth and maximizing

the investors value after coalition activity has been carried out by them. Further more, the profile of the Indian company has changed and it is trying to become a world class company.

Need :When a business is doing poorly and losing money, the problem isn't always with the quality of the product or service being given, and it isn't always because the people in charge aren't working hard enough. Sometimes, trouble in business is purely a matter of an inefficient corporate set-up that drains money and resources and keeps a business from being as successful as it needs to be. When this is the case, a corporate restructuring may be all that is needed to take a business from the red to the black.

The restructuring usually takes place when a business is struggling and losing money. A third-party will be brought in to assess the way that the business is being run, and then make recommendations based on what they found that will help make the business run more efficiently. A strong corporate restructuring firm will have experts in a wide variety or areas that can examine all aspects of a business to help find solutions.

One of the first aspects that a restructuring firm will take a look at is the legal definition and ownership of the company through a lawyer that is experienced in business law. Filing the correct paperwork to have a company correctly classified can save a company huge percentages of money in taxes and business fees.

The next aspect a corporate restructuring firm will look at is the day-to-day operations of a company. Experts with industry experience will look at the processes and procedures of a company to see if any changes can be made that will cut down on inefficiencies that lead to lost money.

A good corporate restructuring firm will not just identify problems of where money is being lost, but also come up with solutions that a company can implement in order to fix those problems. They will also help a company through the process of restructuring by developing forecasts of what to expect and making sure the company is able to secure the capital available to make those changes.

In this economic climate, it is essential for businesses to run as well as they possibly can. A corporate restructuring can help save money, and help save a company from having to lay off workers.

Corporate restructuring can help restore, preserve and enhance the value of an organisation. You can get help from restructuring specialists who can advice you well on it.

  The given  motives are considered to enhance the shareholders value:

Economies of scale: This refers to the fact that the combined company can often reduce duplicate departments or process, lowering the costs of the company relative to theoretically the same revenue stream, thus increasing profit.

Increased revenue/Increased Market Share: This motive assumes that the company will be absorbing a major competitor and its power (by capturing increased market   share ) to set prices.

Cross selling: For example, a bank buying a stock   broker  could then sell its banking products to the stock broker's customers, while the broker can sign up the bank's customers for brokerage   accounts . Or, a manufacturer can acquire and sell complementary products.

Synergy: Better use of complementary resources. Taxes: A profitable company can buy a loss maker to use the target's tax write-offs. In

the United States and many other countries, rules are in place to limit the ability of profitable companies to "shop" for loss making companies, limiting the tax motive of an acquiring company.

Geographical or other diversification: This is designed to smooth the earnings results of a company, which over the long term smoothen the stock price of a company, giving conservative investors more confidence in investing in the company. However, this does not always deliver value to shareholders .

Resource transfer: resources are unevenly distributed across firms (Barney, 1991) and the interaction of target and acquiring firm resources can create value through either overcoming information asymmetry or by combining scarce resources.

Following  motives are considered not to add shareholder value:

Diversification: While this may hedge a company against a downturn in an individual industry it fails to deliver value, since it is possible for individual shareholders to achieve the same hedge by diversifying their portfolios at a much lower cost than those associated with Restructuring.

Overextension: Tend to make the organization fuzzy and unmanageable. Manager's hubris: manager's overconfidence about expected synergies from M&A which

results in overpayment for the target company. Empire Building: Managers have larger companies to manage and hence more power. Manager's Compensation: In the past, certain executive management teams had their

payout based on the total amount of profit of the company, instead of the profit per share, which would give the team a perverse incentive to buy companies to increase the total profit while decreasing the profit per share (which hurts the owners of the company, the shareholders); although some empirical studies show that compensation is rather linked to profitability and not mere profits of the company.

Bootstrapping: Example: how ITT its Restructuring. Vertical integration: Companies acquire part of a supply chain and benefit from the

resources.CONCLUSION:

From the above discussion, it is felt that, Restructuring can resemble a takeover but result in a new company name (often combining the names of the original companies) and in new branding; in some cases, terming the combination a "Restructuring" rather than an acquisition is done purely for political or marketing reasons.

Restructuring

Restructuring is the corporate management term for the act of reorganizing the legal,

ownership, operational, or other structures of a company for the purpose of making it more

profitable, or better organized for its present needs. Alternate reasons for restructuring include a

change of ownership or ownership structure, demerger, or a response to a crisis or major change

in the business such asbankruptcy, repositioning, or buyout. Restructuring may also be described

as corporate restructuring, debt restructuring and financial restructuring.

In education, restructuring refers a requirement in the No Child Left Behind act of 2001, which

requires schools identified as chronically failing for 5 years or more to undertake rapid changes

that affect how the school is led and instruction delivered.[1]

Executives involved in restructuring often hire financial and legal advisors to assist in the

transaction details and negotiation. It may also be done by a new CEO hired specifically to make

the difficult and controversial decisions required to save or reposition the company. It generally

involves financing debt, selling portions of the company to investors, and reorganizing or

reducing operations.

The basic nature of restructuring is a zero sum game. Strategic restructuring reduces financial

losses, simultaneously reducing tensions between debt and equity holders to facilitate a prompt

resolution of a distressed situation.

Steps:

ensure the company has enough liquidity to operate during implementation of a complete

restructuring

produce accurate working capital forecasts

provide open and clear lines of communication with creditors who mostly control the

company's ability to raise financing

update detailed business plan and considerations

Valuations in restructuring :

In corporate restructuring, valuations are used as negotiating tools and more than third-party

reviews designed for litigation avoidance. This distinction between negotiation and process is a

difference between financial restructuring and corporate finance.

Characteristics :

Cash management and cash generation during crisis

Impaired Loan Advisory Services (ILAS)

Retention of corporate management sometimes "stay bonus" payments or equity grants

Sale of underutilized assets, such as patents or brands

Outsourcing of operations such as payroll and technical support to a more efficient third

party

Moving of operations such as manufacturing to lower-cost locations

Reorganization of functions such as sales, marketing, and distribution

Renegotiation of labor contracts to reduce overhead

Refinancing of corporate debt to reduce interest payments

A major public relations campaign to reposition the company with consumers

Forfeiture of all or part of the ownership share by pre restructuring stock holders (if the

remainder represents only a fraction of the original firm, it is termed a stub).

Results :

A company that has been restructured effectively will theoretically be leaner, more efficient,

better organized, and better focused on its core business with a revised strategic and financial

plan. If the restructured company was a leverage acquisition, the parent company will likely

resell it at a profit if the restructuring has proven successful.

A Study of different modes of corporate restructuring :The 1980's bore witness to a decade of aggressive mergers, acquisitions and takeovers. The mergers and acquisitions scenario is hotting up in India. According to PricewaterhouseCoopers, the value of M&A deals announced in the first six months of 2005 was $6.9 billion, compared to $2.9 billion in the first half of 2004, and more than the $5.2 billion in the whole of 2004. The corporate are being concerned at cocktail parties by people who are eager to explain their system for making creamy profits by investing in common stock. Fortunately, these bores go into temporary hibernation whenever the market goes down.

There are a number of factors depicting the significance of this study. All innovations and inventions in terms of corporate and principles happen abroad, and then are being carried to Indian environment. Corporate restructuring, out of all emerging concepts of findings ways to serve shareholders better, has been a very successful concept abroad and its been followed all the more in high context cultures like India. The rapidity with corporate finance due to external factors like increased price volatility, a general globalisation of the markets, tax asymmetric, development in technology, regulatory change, liberalisation, increased competition and reduction in information and transaction costs and also intrafirm factors like liquidity needs of business, capital costs and growth perspective have lead to practice of corporate restructuring as a strategic move to maximise the shareholder's value.

The "Corporate restructuring" is an umbrella term that includes mergers and consolidations, divestitures and liquidations and various types of battles for corporate control. The essence of corporate restructuring lies in achieving the long run goal of wealth maximisation. This study is an attempt to highlight the impact of corporate restructuring on the shareholders value in the Indian context. Thus, it helps us to know, if restructuring generates value gains for shareholders (both those who own the firm before the restructuring and those who own the firm after the restructuring), how these value gains have be created and achieved or failed.

Further, it will also focus on issues involving ownership and controls. This leads logically to the subject of leveraged buyouts. It was during 1980s that many of the new tools which made leveraged buyouts possible, including high yield or junk bonds, found favour.

Last year, M&A activities were largely restricted to IT and telecom sectors. They have now spread across the economy. As Businessworld recently reported, this is the fourth wave of corporate deal-making in India.

The first happened in the 1980s, led by corporate raiders such as Swaraj Paul, Manu Chhabria and R P Goenka, in the very early days of reforms. In view of the license raj prevailing then, buying a company was one of the best ways to generate growth, for ambitious corporates.

In the early 1990s, in the liberalised economy, Indian business houses began to feel the heat of competition. Conglomerates that had lost focus were forced to sell non-core businesses that could not withstand competitive pressures. The Tatas, for instance, sold TOMCO to Hindustan Lever. Corporate restructuring, largely drove this second wave of M&As.

The third wave started about five years ago, driven by consolidation in key sectors like cement and telecommunications. Companies like Bharti Tele-Ventures and Hutch bought smaller competitors to establish a national presence.

What makes the most recent wave of M&As different from the three previous ones is the involvement of global players. Foreign private equity is coming into Indian companies, like Newbridge's recent investment in Shriram Holdings.

Multinational corporations are also entering India. Swiss cement major Holcim's investment in ACC and Oracle's purchase of a 41 per cent stake in i-flex solutions (for $593 million) are good examples.

Meanwhile, Indian companies, sensing attractive opportunities outside the country are also venturing abroad. Tata Steel has bought Singapore-based NatSteel for $486 million. Videocon has bought the colour picture tubes business of Thomson for $290 million.

Such global forays have become a possibility because foreign exchange is no longer a scarce commodity. They have also become a necessity because in globalising industries, only players with global scale and reach can survive.

At the same time, the difficulties involved in making M&As click must not be underestimated. A paradigm shift is likely in the coming years. Friendly deals could give way to aggressive ones. In future, we may see hostile bids and leveraged buyouts. Most M&As so far have been cash deals. With the Sensex crossing 9000, stock deals may become more common. As the appetite for deal making increases, the valuation is also bound to go up. In short, exciting times are ahead.

The term corporate restructuring encompasses three distinct, but related, groups of activities; expansions – including mergers and consolidations, tender offers, joint ventures, and acquisitions; contraction – including sell offs, spin offs, equity carve outs, abandonment of assets, and liquidation; and ownership and control – including the market for corporate control, stock repurchases program, exchange offers and going private (whether by leveraged buyout or other means). Mergers and acquisitions (M&A) and corporate restructuring are a big part of the corporate finance world. One plus one makes three: this equation is the special alchemy of a merger or an acquisition. The key principle behind buying a company is to create shareholder value over and above that of the sum of the two companies. Two companies together are more valuable than two separate companies - at least, that's the reasoning behind M&A.

This rationale is particularly alluring to companies when times are tough. Strong companies will act to buy other companies to create a more competitive, cost-efficient company. The companies will come together hoping to gain a greater market share or to achieve greater efficiency. Because of these potential benefits, target companies will often agree to be purchased when they know they cannot survive alone. 

We will briefly look at each of the three major categories of restructuring in the section which follow as:

* Expansions:

Expansions include mergers, consolidations, acquisitions and various other activities which result in an enlargement of a firm or its scope of operations. There is a lot of ambiquity in the usage of the terms associated with corporate expansions.

A Merger involves a combination of two firms such that only one firm survuves. Mergers tend top occur when one firm is significantly larger than the other and the survivor is usally the larger of the two.A Merger can take the form of :

* Horizontal merger involves two firms in similar businesses. The combination of two oil companies or two solid waste disposal companies, for example would represent horizontal mergers.

* Vertical mergers involves two firms involve in different stages of production of the same end product or related end product.

* Conglomerate mergers involves two firms in unrelated business activities.

A consolidations involves the creation of an altogether new firm owning the assets of both of the first two firms and neither of the first two survive. This form of combination is most common when the two firms are of approximately equal size.

The joint ventures, in which two separate firms pool some of their resources, is another such form that does not ordinarily lead to the dissolution of either firm. Such ventures typically involve only a small portion of the cooperating firms overall businesses and usually have limited lives.

The term acquisitions is another ambiguous term. At the most general, it means an attempts by one firm, called the acquiring firm to gain a majority interest in another firm called the target firm. The effort to gain control may be a prelude to a subsequent merger to establish a parent subsidiary relationship, to break up the target firm and dispose of its assets or to take the target firm private by a small gropu of investots. There are a number of strategies that can be employed in corporate acuisitions like friendly takkeovers, hostile takeovers etc.The specialist have engineered a number of strategies which often have bizarre nicknames such as shark repellents and poison pills terms which accurately convey the genuine hostility involved. In the same vain, the acquiring firm itself is often described as a raider. One such strtegy is to emply a target block

repurchase with an accompaying stanstill agreement. This combination sometimes describes as greenmail.

* Contractions:

Contraction, as the term implies, results in a smaller firm rather than a larger one. If we ignore the abondanment of assets, occasionally alogical course of action, coporate contraction occurs as the result of disposition of assets. The disposition of assets, sometimes called sell-offs, can take either of three board form:

* Spin-offs* Divestitures* Carve outs.

Spin-offs and carve outs create new legal entities while divestitres do not.

* Ownership and Control

The third mahor area encompassed vy the term corpoate restructuring is that of ownership and control. It has been wrested from the current board, the new managemt willl often embark on a full or partial liquidatin strategy involving the sale of assets. The leveraged buyout preserves the integrity of the firm as legal entity but consolidates ownership in the hands of a small groups. In the 1980s, many large publicly tradedd firms went private and employes a similar strategy called a leveraged buyout or LBO.

Whether a purchase is considered a merger or an acquisition really depends on whether the purchase is friendly or hostile and how it is announced. In other words, the real difference lies in how the purchase is communicated to and received by the target company's board of directors, employees and shareholders.

Synergy 

Synergy is the magic force that allows for enhanced cost efficiencies of the new business. Synergy takes the form of revenue enhancement and cost savings. By merging, the companies hope to benefit from the following:

Staff reductions - As every employee knows, mergers tend to mean job losses. Consider all the money saved from reducing the number of staff members from accounting, marketing and other departments. Job cuts will also include the former CEO, who typically leaves with a compensation package.

Economies of scale - Yes, size matters. Whether it's purchasing stationery or a new corporate IT system, a bigger company placing the orders can save more on costs. Mergers also translate into

improved purchasing power to buy equipment or office supplies - when placing larger orders, companies have a greater ability to negotiate prices with their suppliers.

Acquiring new technology - To stay competitive, companies need to stay on top of technological developments and their business applications. By buying a smaller company with unique technologies, a large company can maintain or develop a competitive edge.

Improved market reach and industry visibility - Companies buy companies to reach new markets and grow revenues and earnings. A merge may expand two companies' marketing and distribution, giving them new sales opportunities. A merger can also improve a company's standing in the investment community: bigger firms often have an easier time raising capital than smaller ones.

That said, achieving synergy is easier said than done - it is not automatically realized once two companies merge. Sure, there ought to be economies of scale when two businesses are combined, but sometimes  a merger  does just the opposite.

Mergers and Acquisitions : Valuation matters

Investors in a company that is aiming to take over another one must determine whether the purchase will be beneficial to them. In order to do so, they must ask themselves how much the company being acquired is really worth.

Naturally, both sides of an M&A deal will have different ideas about the worth of a target company: its seller will tend to value the company at as high of a price as possible, while the buyer will try to get the lowest price that he can. 

There are, however, many legitimate ways to value companies. The most common method is to look at comparable companies in an industry, but deal makers employ a variety of other methods and tools when assessing a target company . Here are just a few of them:

Comparative Ratios - The following are two examples of the many comparative metrics on which acquiring companies may base their offers:

Price-Earnings   Ratio  (P/E Ratio) - With the use of this ratio, an acquiring company makes an offer that is a multiple of the earnings of the target company. Looking at the P/E for all the stocks within the same industry group will give the acquiring company good guidance for what the target's P/E multiple should be.

Enterprise-Value-to-Sales   Ratio  (EV/Sales) - With this ratio, the acquiring company makes an offer as a multiple of the revenues, again, while being aware of the price-to-sales ratio of other companies in the industry.

Replacement Cost - In a few cases, acquisitions are based on the cost of replacing the target company. For simplicity's sake, suppose the value of a company is simply the sum of all its equipment and staffing costs. The acquiring company can literally order the target to sell at that

price, or it will create a competitor for the same cost. Naturally, it takes a long time to assemble good management, acquire property and get the right equipment. This method of establishing a price certainly wouldn't make much sense in a service industry where the key assets - people and ideas - are hard to value and develop.

Discounted Cash Flow (DCF) - A key valuation tool in M&A, discounted cash flow analysis determines a company's current value according to its estimated future cash flows. Forecasted free cash flows (operating profit + depreciation + amortization of goodwill – capital expenditures – cash taxes - change in working capital) are discounted to a present value using the company's weighted average costs of capital (WACC). Admittedly, DCF is tricky to get right, but few tools can rival this valuation method.

Mergers and Acquisitions : Break Ups

As mergers capture the imagination of many investors and companies, the idea of getting smaller might seem counterintuitive. But corporate break-ups, or de-mergers, can be very attractive options for companies and their shareholders.

Advantages

The rationale behind a spinoff, tracking stock or carve-out is that "the parts are greater than the whole." These corporate restructuring techniques, which involve the separation of a business unit or subsidiary from the parent, can help a company raise additional equity funds. A break-up can also boost a company's valuation by providing powerful incentives to the people who work in the separating unit, and help the parent's management to focus on core operations. Most importantly, shareholders get better information about the business unit because it issues separate financial statements. This is particularly useful when a company's traditional line of business differs from the separated business unit. With separate financial disclosure, investors are better equipped to gauge the value of the parent corporation. The parent company might attract more investors and, ultimately, more capital. Also, separating a subsidiary from its parent can reduce internal competition for corporate funds. For investors, that's great news: it curbs the kind of negative internal wrangling that can compromise the unity and productivity of a company. For employees of the new separate entity, there is a publicly traded stock to motivate and reward them. Stock options in the parent often provide little incentive to subsidiary managers, especially because their efforts are buried in the firm's overall performance. 

Disadvantages  

That said, de-merged firms are likely to be substantially smaller than their parents, possibly making it harder to tap credit markets and costlier finance that may be affordable only for larger companies. And the smaller size of the firm may mean it has less representation on major indexes, making it more difficult to attract interest from institutional investors. Meanwhile, there are the extra costs that the parts of the business face if separated. When a firm divides itself into smaller units, it may be losing the synergy that it had as a larger entity. For instance, the division of expenses such as marketing, administration andresearch and

development (R&D) into different business units may cause redundant costs without increasing overall revenues.

Restructuring Methods

There are several restructuring methods: doing an outright sell-off, doing an equity carve-out, spinning off a unit to existing shareholders or issuing tracking stock. Each has advantages and disadvantages for companies and investors. All of these deals are quite complex. 

Sell-Offs

A sell-off, also known as a divestiture, is the outright sale of a company subsidiary. Normally, sell-offs are done because the subsidiary doesn't fit into the parent company's core strategy. The market may beundervaluing the combined businesses due to a lack of synergy between the parent and subsidiary. As a result, management and the board decide that the subsidiary is better off under different ownership. Besides getting rid of an unwanted subsidiary, sell-offs also raise cash, which can be used to pay off debt. In the late 1980s and early 1990s, corporate raiders would use debt to finance acquisitions. Then, after making a purchase they would sell-off its subsidiaries to raise cash to service the debt. The raiders' method certainly makes sense if the sum of the parts is greater than the whole. When it isn't, deals are unsuccessful. 

Equity Carve-outs

More and more companies are using equity carve-outs to boost shareholder value. A parent firm makes a subsidiary public through an initial public offering (IPO) of shares, amounting to a partial sell-off. A new publicly-listed company is created, but the parent keeps a controlling stake in the newly traded subsidiary.A carve-out is a strategic avenue a parent firm may take when one of its subsidiaries is growing faster and carrying higher valuations than other businesses owned by the parent. A carve-out generates cash because shares in the subsidiary are sold to the public, but the issue also unlocks the value of the subsidiary unit and enhances the parent's shareholder value. 

The new legal entity of a carve-out has a separate board, but in most carve-outs, the parent retains some control. In these cases, some portion of the parent firm's board of directors may be shared. Since the parent has a controlling stake, meaning both firms have common shareholders, the connection between the two will likely be strong. 

That said, sometimes companies carve-out a subsidiary not because it's doing well, but because it is a burden. Such an intention won't lead to a successful result, especially if a carved-out subsidiary is too loaded with debt, or had trouble even when it was a part of the parent and is lacking an established track record for growing revenues and profits. 

Carve-outs can also create unexpected friction between the parent and subsidiary. Problems can

arise as managers of the carved-out company must be accountable to their public shareholders as well as the owners of the parent company. This can create divided loyalties. 

Spinoffs  

A spinoff occurs when a subsidiary becomes an independent entity. The parent firm distributes shares of the subsidiary to its shareholders through a stock dividend. Since this transaction is a dividend distribution, no cash is generated. Thus, spinoffs are unlikely to be used when a firm needs to finance growth or deals. Like the carve-out, the subsidiary becomes a separate legal entity with a distinct management and board. Like carve-outs, spinoffs are usually about separating a healthy operation. In most cases, spinoffs unlock hidden shareholder value. For the parent company, it sharpens management focus. For the spinoff company, management doesn't have to compete for the parent's attention and capital. Once they are set free, managers can explore new opportunities. 

Investors, however, should beware of throw-away subsidiaries the parent created to separate legal liability or to off-load debt. Once spinoff shares are issued to parent company shareholders, some shareholders may be tempted to quickly dump these shares on the market, depressing the share valuation.

Tracking Stock

A tracking stock is a special type of stock issued by a publicly held company to track the value of one segment of that company. The stock allows the different segments of the company to be valued differently by investors. Let's say a slow-growth company trading at a low price-earnings ratio (P/E ratio) happens to have a fast growing business unit. The company might issue a tracking stock so the market can value the new business separately from the old one and at a significantly higher P/E rating. Why would a firm issue a tracking stock rather than spinning-off or carving-out its fast growth business for shareholders? The company retains control over the subsidiary; the two businesses can continue to enjoy synergies and share marketing, administrative support functions, a headquarters and so on. Finally, and most importantly, if the tracking stock climbs in value, the parent company can use the tracking stock it owns to make acquisitions. 

Still, shareholders need to remember that tracking stocks are class B , meaning they don't grant shareholders the same voting rights as those of the main stock. Each share of tracking stock may have only a half or a quarter of a vote. In rare cases, holders of tracking stock have no vote at all.

Review of Existing Literature

Review of existing literature has a great relevance in the research of any project as it acts as a backbone for new studies. Review of existing literature includes the history of the study, previous studies that had already being done on the subject. It lets the researcher explore on all these dimensions which have remain untouched in previous studies on the said topic. Therefore, it provides a necessary base and acts as a broader frame work and guideline to give researcher a clear cut focus for the fresh attempt.

Here are some of the views and studies by some of the researchers about the impact of corporate restructuring on shareholders value:

What is corporate restructuring?Corporate restructuring is one of the most complex and fundamental phenomena that management confronts. Each company has two opposite strategies from which to choose: to diversify or to refocus on its core business. While diversifying represents the expansion of corporate activities, refocus characterizes a concentration on its core business. From this perspective, corporate restructuring is reduction in diversification.

Corporate restructuring is an episodic exercise, not related to investments in new plant and machinery which involve a significant change in one or more of the following

Pattern of ownership and control

Composition of liability

Asset mix of the firm.

It is a comprehensive process by which a company can consolidate its business operations and strengthen its position for achieving the desired objectives:

Synergetic

Competitive

Successful

It involves significant re-orientation, re-organization or realignment of assets and liabilities of the organization through conscious management action to improve future cash flow stream and to make more profitable and efficient.

Meaning and Need for corporate restructuring :

Corporate restructuring is the process of redesigning one or more aspects of a company. The process of reorganizing a company may be implemented due to a number of different factors, such as positioning the company to be more competitive, survive a currently adverse economic climate, or poise the corporation to move in an entirely new direction. Here are some examples of why corporate restructuring may take place and what it can mean for the company.

Restructuring a corporate entity is often a necessity when the company has grown to the point that the original structure can no longer efficiently manage the output and general interests of the company. For example, a corporate restructuring may call for spinning off some departments into subsidiaries as a means of creating a more effective management model as well as taking advantage of tax breaks that would allow the corporation to divert more revenue to the production process. In this scenario, the restructuring is seen as a positive sign of growth of the company and is often welcome by those who wish to see the corporation gain a larger market share.

Corporate restructuring may also take place as a result of the acquisition of the company by new owners. The acquisition may be in the form of a leveraged buyout, a hostile takeover, or a merger of some type that keeps the company intact as a subsidiary of the controlling corporation. When the restructuring is due to a hostile takeover, corporate raiders often implement a dismantling of the company, selling off properties and other assets in order to make a profit from the buyout. What remains after this restructuring may be a smaller entity that can continue to function, albeit not at the level possible before the takeover took place

In general, the idea of corporate restructuring is to allow the company to continue functioning in some manner. Even when corporate raiders break up the company and leave behind a shell of the original structure, there is still usually a hope, what remains can function well enough for a new buyer to purchase the diminished corporation and return it to profitability.

Purpose of Corporate Restructuring :

To enhance the share holder value, The company should continuously evaluate its:

1. Portfolio of businesses,

2. Capital mix,

3. Ownership &

4. Asset arrangements to find opportunities to increase the share holder’s value.

To focus on asset utilization and profitable investment opportunities.

To reorganize or divest less profitable or loss making businesses/products.

The company can also enhance value through capital Restructuring, it can innovate

securities that help to reduce cost of capital.

Characteristics of Corporate Restructuring:

1. To improve the company’s Balance sheet, (by selling unprofitable division from its core

business).

2. To accomplish staff reduction ( by selling/closing of unprofitable portion).

3. Changes in corporate management.

4. Sale of underutilized assets, such as patents/brands.

5. Outsourcing of operations such as payroll and technical support to a more efficient 3rd

party.

6. Moving of operations such as manufacturing to lower-cost locations.

7. Reorganization of functions such as sales, marketing, & distribution.

8. Renegotiation of labor contracts to reduce overhead.

9. Refinancing of corporate debt to reduce interest payments.

10. A major public relations campaign to reposition the company with consumers.

WHEN TO CONSIDER CORPORATE RESTRUCTURING

--Times are tough, and they're likely to get tougher, so my question is this; Should you, or should you not, consider a move toward corporate re-engineering? Whether directly or indirectly, your business will likely face negative repercussions of the struggling economy at some point, and there will be tough decisions that need to be made. The mere discussion of corporate re-engineering can cause fear, anxiety, and in some cases even panic. This is so much the case that some CEOs will avoid restructuring initiatives at all costs. There are even some business theorists that warn against undertaking complex restructurings because of the great risks involved. My question is this: Since when have fear and avoidance become prerequisites for success as a CEO? Give me real leaders who possess courage, vision, and a bias toward action, and spare me the timidity of mediocre managers posing as leaders. In today's column I'll examine the benefits of, and the need for corporate re-engineering.

Anybody could be a CEO if business were a static proposition. If change and innovation weren’t critical success metrics, and the enterprise could just run on auto-pilot, you could replace the CEO with a General Manager. The fact is that business is not a static endeavor. Quite to the contrary; there are few things that require as much fluidity as effectively increasing profit, growing revenue, and driving brand equity in today’s global marketplace. In fact, I would go so

far as to say that if you as a CEO are not consistently re-engineering elements of your business in today’s business climate, one of the following two conditions exist; 1) You have a perfect business, or; 2) You are an ineffective CEO.

What do great CEOs do when the business model, the strategic plan, and the revenue hurdles don’t seem to be in alignment? They make changes. They don’t sit idly by and watch the business lose market share, suffer margin erosion, see their competitive value propositions vaporize, or watch their brand go into decline. Great CEOs are willing to make the tough decisions…that’s what they’re paid for. Facing reality and being able to make what are often times very painful organizational/structural decisions are the hallmarks of great CEOs.

In an attempt to avoid confusion as to what I’m speaking about, I put together the following definition of corporate re-engineering: “Corporate Re-engineering is simply leadership recognizing, taking ownership over, and acting to correct strategic or tactical business flaws, and/or to realign elements of the enterprise with current or anticipated changes in market conditions.” This isn’t rocket science, rather it’s just plain-old, good leadership. It is actually the fiduciary obligation of a CEO to make the needed changes to protect shareholder value.

So why is it that so many CEOs shirk their responsibility, stick their heads in the sand, and avoid making necessary changes? It is my experience that they either lack the personal skill sets, or haven’t built the right executive team to lead change, they just don’t recognize the need for change, or they just don’t care. The good news is that there is a cure for all four of the preceding problems: Items one through three can be solved with an emphasis on leadership development and talent management, and item four can be solved by holding the board of directors accountable for CEO performance and firing the CEO who doesn’t care. Following are five representative tips that will help you recognize the need for a re-engineering initiative:

1. Unusual declines in revenue, margin, marketshare, customer loyalty, or brand equity.

2. Even if the above areas are not yet in decline, but you are witnessing unusually slow growth or zero growth you still have a problem.

3. The inability to recruit or retain tier-one talent.

4. Current or anticipated changes in market conditions that will adversely impact your business model.

5. Obsolescence of intellectual property, products, services, solutions, or competitive value propositions.

The bottom line is this…Bleeding is not a healthy thing. Whether you’re experiencing a slow bleed or you’re hemorrhaging, both instances can be fatal without treatment. If your company is in products, services, or businesses that you wouldn’t enter into if you weren’t in that particular arena today…Get Out! Stop the bleeding, and reinvest your financial and non-financial resources

into more profitable endeavors. I don’t believe corporate re-engineering to be evil, but even if it is, it is a necessary evil.

 

Categories of corporate restructuring

Corporate Restructuring entails a range of activities including financial

restructuring and organization restructuring.

1. Financial Restructuring

Financial restructuring is the reorganization of the financial assets and liabilities of a corporation

in order to create the most beneficial financial environment for the company. The process of

financial restructuring is often associated with corporate restructuring, in that restructuring the

general function and composition of the company is likely to impact the financial health of the

corporation. When completed, this reordering of corporate assets and liabilities can help the

company to remain competitive, even in a depressed economy.

Just about every business goes through a phase of financial restructuring at one time or another.

In some cases, the process of restructuring takes place as a means of allocating resources for a

new marketing campaign or the launch of a new product line. When this happens, the restructure

is often viewed as a sign that the company is financially stable and has set goals for future

growth and expansion.

Need For Financial Restructuring

The process of financial restructuring may be undertaken as a means of eliminating waste from

the operations of the company.

For example, the restructuring effort may find that two divisions or departments of the company

perform related functions and in some cases duplicate efforts. Rather than continue to use

financial resources to fund the operation of both departments, their efforts are combined. This

helps to reduce costs without impairing the ability of the company to still achieve the same ends

in a timely manner

In some cases, financial restructuring is a strategy that must take place in order for the company

to continue operations. This is especially true when sales decline and the corporation no longer

generates a consistent net profit. A financial restructuring may include a review of the costs

associated with each sector of the business and identify ways to cut costs and increase the net

profit. The restructuring may also call for the reduction or suspension of production facilities that

are obsolete or currently produce goods that are not selling well and are scheduled to be phased

out.

Financial restructuring also take place in response to a drop in sales, due to a sluggish economy

or temporary concerns about the economy in general. When this happens, the corporation may

need to reorder finances as a means of keeping the company operational through this rough time.

Costs may be cut by combining divisions or departments, reassigning responsibilities and

eliminating personnel, or scaling back production at various facilities owned by the company.

With this type of corporate restructuring, the focus is on survival in a difficult market rather than

on expanding the company to meet growing consumer demand.

All businesses must pay attention to matters of finance in order to remain operational and to also

hopefully grow over time. From this perspective, financial restructuring can be seen as a tool that

can ensure the corporation is making the most efficient use of available resources and thus

generating the highest amount of net profit possible within the current set economic

environment.

2. Organizational Restructuring

In organizational restructuring, the focus is on management and internal corporate governance

structures. Organizational restructuring has become a very common practice amongst the firms

in order to match the growing competition of the market. This makes the firms to change the

organizational structure of the company for the betterment of the business.

Need For Organization Restructuring

New skills and capabilities are needed to meet current or expected operational

requirements.

Accountability for results are not clearly communicated and measurable resulting in

subjective and biased performance appraisals.

Parts of the organization are significantly over or under staffed.

Organizational communications are inconsistent, fragmented, and inefficient.

Technology and/or innovation are creating changes in workflow and production

processes.

Significant staffing increases or decreases are contemplated.

Personnel retention and turnover is a significant problem.

Workforce productivity is stagnant or deteriorating.

Morale is deteriorating.

Some of the most common features of organizational restructures are:

Regrouping of business: This involves the firms regrouping their existing business into

fewer business units. The management then handles theses lesser number of compact and

strategic business units in an easier and better way that ensures the business to earn profit.

Downsizing: Often companies may need to retrench the surplus manpower of the

business. For that purpose offering voluntary retirement schemes (VRS) is the most

useful tool taken by the firms for downsizing the business’s workforce.

Decentralization: In order to enhance the organizational response to the developments in

dynamic environment, the firms go for decentralization. This involves reducing the layers

of management in the business so that the people at lower hierarchy are benefited.

Outsourcing: Outsourcing is another measure of organizational restructuring that

reduces the manpower and transfers the fixed costs of the company to variable costs.

Enterprise Resource Planning: Enterprise resource planning is an integrated

management information system that is enterprise-wide and computer-base. This

management system enables the business management to understand any situation in

faster and better way. The advancement of the information technology enhances the

planning of a business.

Business Process Engineering: It involves redesigning the business process so that the

business maximizes the operation and value added content of the business while

minimizing everything else.

Total Quality Management: The businesses now have started to realize that an outside

certification for the quality of the product helps to get a good will in the market. Quality

improvement is also necessary to improve the customer service and reduce the cost of the

business.

The perspective of organizational restructuring may be different for the employees. When a

company goes for the organizational restructuring, it often leads to reducing the manpower and

hence meaning that people are losing their jobs. This may decrease the morale of employee in a

large manner. Hence many firms provide strategies on career transitioning and outplacement

support to their existing employees for an easy transition to their next job.

Driving forces of restructuring

o Globalisation of the economy

o Technological and research developments

o Lower communication/transport costs

o Single European Market - growing competition

o Increasing role of private equity funds and

o Global institutional investors, private equity and hedge fonds

o Shareholder value orientation

o Business concepts and management failures

o Political orientations