WE HELP COMPANIES TAKE CHARGE OF COMPLEX SITUATIONS UNDER THE TOUGHEST CONDITIONS

LAWMAX provides innovative solutions to clients involved in distressed company situations, allowing clients to enhance value, minimize costs and properly position themselves for the future.

Businesses may see a decline in profits and productivity when there’s a new competitor or weaker demand. When that happens, it’s time to take a step back and reassess the situation to determine if a restructure is necessary to keep the business from failing. 

Companies are vying with each other in search of excellence and competitive edge, experimenting with various tools and ideas. The changing national and international environment is radically changing the way business is being conducted. Moreover, with the pace of change so great, corporate restructuring assumes paramount importance to create value for the organization.

In this technology fest, if the companies are not properly strategized either to afford or to adapt the new change then it would not be safeguarded from the failure. Success is the outcome of the innovations which need the accurate assessment and flaws identification.

IS YOUR BUSINESS DEALING WITH THE BELOW SITUATIONS??

1. Financial stress/Dwindling Finances
2. No positive outcomes are derived after continuous efforts.
3. Hurdles in moving to The Next Level.
4. Not achieving what you dreamt of.
5. Lesser growth and more competition.
6. Declining Revenue
7. Obsolete Technology
8. Daunting Debt
9. Lacking Competitive edge

Consider Restructuring! 

LAWMAX has exceeded the expectations of its clients and has represented troubled companies, boards of directors, management, owners, creditors, lenders, investors and acquirers in the full spectrum in- and out-of-court restructuring transactions, including financial recapitalization, business reorganizations, acquisitions and amalgamations. Our lawyers also advise on insolvency issues in corporate and financing transactions and on all aspects of business restructuring. Our presence in Delhi, Mumbai, Pune allows us to address clients’ needs in the context of corporate restructuring around India.

It is better to opt for corporate restructuring instead of seeing your business fall off a cliff edge

OUR APPROACH-

Facts Gathering (Understanding the Case Through Personal Meeting)

• Consultation (analysis of the case)
• Provide an action plan with timeline (estimation)
• Provide a list of Documents/Information required from the client
• Execution i. e. Drafting of documents etc.
• Sending draft document for approval of client
• Making suggestive changes/corrections, if required
• Sending approved documents for sign to client
• We Provide 24 Hour Access to Your File

IMPACT OF RESTRUCTURING ON YOUR BUSINESS-

Corporate restructuring is recognized as business renovations for positive outcome after determining business plans and strategies with the calculated risk after prioritizing the business finances.

Restructuring is a process by which self-analysis is being done in order to achieve consistent growth & profitability and abandon the activities which are no longer in the interests of the Company and its owner.It is done by altering the capital structure, asset mix so as to enhance the value of the company. Thus, the rationale of corporate restructuring is creating value through every possible means. The various forms/techniques of corporate restructuring include expansion, contraction or divestment and change in ownership & corporate controls.

Quick recap, the benefits of restructuring are:

• Better Source of Finance
• Reduced operating costs
• Optimum utilisation of resources
• Improved technology
• Enhances the competitive advantage
• Increase in profit and value
• Better exit option without selling the business
• Renewed motivation and morale

In order to achieve the ultimate goal and to overcome the respective problems, the management of the company with the help of an expert advice determines, analyse and understand the type of restructuring is required into the company, and which are categorized below-

TYPES OF RESTRUCTURING-

• ASSET RESTRUCTURING

It is the process of buying or selling of a company’s assets. Asset Restructuring includes-

A. Mergers and Amalgamations, which can be-

1. Horizontal Merger 
2. Vertical Merger
3. Conglomerate Merger

B. Acquisitions can be-

a. Management Buyout

b. Takeovers

1. Friendly Takeover 
2. Hostile Takeover
3. Bailout Takeover
4. Leveraged Buyout

C. Divestiture/Demerger

1. Spin-offs
2. Splits/ divisions
3. Equity Carve-outs

• CAPITAL RESTRUCTURING 

It is an operational approach primarily used to deal with changes that impact a business’s financial stability and which results in changes in capital base used for raising finance for new projects.

It includes-

1. Buyback 
2. Reduction of Capital

• ORGANIZATIONAL & MANAGEMENT RESTRUCTURING

Common restructuring arenas suitably done in an organization includes- 

1. Legal restructuring
2. Turnaround restructuring
3. Cost Restructuring
4. Repositioning Restructuring
5. Spin-Off Restructuring
6. Divestment  

DIFFERENT TECHNIQUES OF RESTRUCTURING-

The below mentioned are the types of strategies which are chosen and implemented after the in-depth analysis of the current performance and future prospects of the business. Understanding the concept and benefits of every type of restructuring technique and adopting the correct techniques depends upon various factors but is the only key to the successful restructuring plan.

A. MERGER

Mergers happen when two or more companies combine to form a new entity, which allows companies to gain access to a larger market and customer base, reduce competition, and achieve economies of scale.

Why do Mergers Happen?

✔ After the merger, companies will secure more resources and the scale of operations will increase.

✔ Companies may undergo a merger to benefit their shareholders. The existing shareholders of the original organizations receive shares in the new company after the merger.

✔ Companies may agree for a merger to enter new markets or diversify their offering of products and services, consequently increasing profits.

✔ Mergers also take place when companies want to acquire assets that would take time to develop internally.

✔ To lower the tax liability, a company generating substantial taxable income may look to merge with a company with significant tax loss carry forward.

✔ A merger between companies will eliminate competition among them, thus reducing the advertising price of the products. In addition, the reduction in prices will benefit customers and eventually increase sales.

✔ Mergers may result in better planning and utilization of financial resources.

B. DEMERGER

Demergers are a form of corporate restructuring in which a business segment within the group is hived off and made into a separate legal entity. It is often opted for by diversified business conglomerates that would like to have each business operate as a separate legal entity.

C. STRATEGIC ALLIANCE/JOINT VENTURE

A strategic alliance is an arrangement between two companies to undertake a mutually beneficial project while each retains its independence. The agreement is less complex and less binding than a joint venture, in which two businesses pool resources to create a separate business entity.

D. SLUMP SALE

It is the transfer of a business undertaking as a whole, on a ‘going concern’ basis, wherein the buyer acquires the whole business setup of a company but not the company. Slump sale can be made through a Business Transfer Agreement or through a Scheme of Arrangement under section 230-232 of Companies Act, 2013. Slump sale through a BTA is less time-consuming and confusing than the Scheme of Arrangement. However, it is still the less favoured way for the companies when the stakes are higher.

E. FRANCHISING

It is an arrangement in which one party which is known as the franchisor grants permission to another party known as the franchisee right to use the trade name and business system and processes to produce and market goods or services taking into consideration certain specifications.

F. ACQUISITIONS & TAKEOVERS

Acquisition is the takeover of a company by another company, it includes selling and buying of the entire business between the included entities. An acquisition can happen in either a friendly manner or a hostile manner. It can be done by either acquiring the assets and liabilities of the target company or buying the shares of the target company.

During the process of mergers and acquisitions, analysis of the companies is done, which includes accessing the company’s information, going through its insights, and coming to a conclusion regarding implementing the process of mergers and acquisitions.

Effective and complete execution of mergers and acquisition processes includes techniques which are structured with the aim to maximize the profit and minimize the level of risk.

SERVICES RENDERED BY US-

1. TAXATION & ACCOUNTING TEAM

✔ Balance Sheet Review for Restructuring purpose.

✔ Cash and working capital strategy

✔ Can establish solid ground for a turnaround by assessing a company’s liquidity position and creating a stakeholder management plan.

✔ Identifying the tax exposure of a deal and how it may be mitigated, with clear focus on risk assessment

✔ offer structuring and documentation review

✔ Obtain regulatory approvals

✔ Structuring an acquisition or disposition – Advice on the tax consequences of individual acquisitions, joint ventures and divestments in order to help design tax-efficient deal structures.

✔ Pre deal strategy-facilitates completion of regulatory framework

✔ Accounting the transactions in the book

✔ Post-deal Integration

✔ Business Valuation

2. COMPLIANCE TEAM

✔ Comprehensive Due Diligence

✔ Business restructuring and planning 

✔ Post-Merger Compliances 

✔ Regulatory Approvals-ROC, Stock Exchange, RBI, IRDA, RD

✔ Compliance’s under Companies Act- 

3. IBC TEAM

✔ Solvency strategies

✔ Exit planning and implementation

4. LEGAL TEAM

✔ Conducting comprehensive legal research

✔ Recovery proceedings

✔ Assessing & Handling ongoing litigations

✔ IPR Handling

✔ Execution of Agreements

✔ Debtor, creditor or court-driven formal restructurings.

✔ Labor Laws Act Compliances, EPF, PF, Gratuity, Pension fund

5. LISTING TEAM

✔ Can advise on IPO

✔ Backdoor listing planning✔ Delisting strategy