Corporate Restructuring

REVOCATORIE RESTITUZIONI E PROVVEDIMENTI CAUTELARI RICCARDO RICCÒ SOMMARIO: 1. Il problema dell'effetto dell'azione revocatoria (di massa).-2. Il «mutamento eliminativo» non restitutorio (e le relative ragioni).-3. Funzioni e funzionamento delle revocatorie di massa (e singolare).-4. Inefficacia relativa (non «eliminativa»).-5. Logiche proprietarie-6. Persona e quasipersona (ed ente).-7. Modi forme e oggetto della tutela cautelare revocatoria (non interinale).

Anonim şirketler, ticari faaliyetler için en çok tercih edilen şirket tiplerindendir. Ekonomik yaşamdaki hızlı değişimler şirketlerin ve şirketler hukukunu düzenleyen mevzuatların da değişmesini, günümüz ekonomisine uygun biçimde ele alınmasını gerektirmiştir. Bu doğrultuda 6102 sayılı TTK. ile getirilen değişiklikler iş dünyasında köklü değişimlere sebep olduğu gibi anonim şirketin yönetiminden ve üçüncü kişilere karşı temsil edilmesinden sorumlu olan yönetim kurulu organı açısından da önemli değişikliklere neden olmuştur.

En 1997, la fermeture de l’usine Renault Vilvoorde fait l’objet de vives contestations et d’une mobilisation initiée par les syndicalistes belges. Si les parlementaires belges et français dénoncent l’Europe (économique) dans cette fermeture, les syndicalistes au contraire souhaitent donner à leur mobilisation une dimension européenne. Ils vont alors notamment mobiliser le droit via le Comité d’entreprise européen (CEE) institué par une directive européenne en 1994. À partir d’archives et d’entretiens menés auprès des syndicalistes (belges et français), des avocats et des membres de la direction de l’entreprise, l’article revient d’abord sur le contexte de la fermeture de l’usine Renault Vilvoorde. Ensuite, il s’intéresse à la contestation des syndicalistes et des salariés qui mobilisent une pluralité de modes d’action. Parmi ceux-ci, le recours au droit, qui constitue une nouveauté, n’est pas sans contrainte puisqu’il engendre une succession de délégation et une confiscation aux syndicalistes et aux salariés de leur mobilisation. Enfin, il s’intéresse aux conséquences de ce recours au droit et à la justice tant au niveau national qu’au niveau européen. In fine, l’article montre que la fermeture de l’usine Renault Vilvoorde a mis à l’épreuve l’intérêt général des travailleurs à parvenir à une véritable Europe sociale et la solidarité (syndicale) européenne.

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The paper analyses equity performance of 145 companies that emerged from Chapter 11 during the period 2002 - 2016. The objective was to identify alpha generating strategies to invest in post emergence equities. We further studied performance in 3 sub-periods within 2002-2016 to identify trends and economic cycle effects. We studied various factors - Z scores before bankruptcy announcement and after emergence, status at filing (pre packaged or not), total debt (proxy for bankruptcy size) and time spent in bankruptcy – to check correlation between equity performance and said factors. We did not find statistically significant results for any of the
factors in predicting post-emergence performance. Based on cross section analyses of the data, we found that investing in materials and industrials generated positive excess returns of 55% and 4% over S&P 500 on a 3-year cumulative basis.

This paper presents a novel approach to monitoring Electric Vehicle (EV) charging ecosystems, crucial for assessing their condition parameters. Leveraging sensor on the development of predictive models for battery and charging station conditions, particularly concerning voltage levels and associated variables. The core contribution lies in the design and implementation of tailored explicitly for Battery Management Systems (BMS). Unlike existing proposals, this system is founded upon a set of fundamental requirements that distinguish its design and functionality. Notably, it introduces a vari scheme for assessing the State of Health (SOH), enabling the prediction of battery degradation and facilitating fault detection within EV systems.

Despite extensive legal reforms aimed at promoting a corporate rescue culture, rescue filings remain marginal in most jurisdictions. This chapter argues that the failure of the rescue culture cannot be explained solely by legal or economic shortcomings. Drawing on insights from psychology, sociology, and anthropology, it explores the human dimensions of insolvency and reveals how emotional, cognitive, social, and cultural factors shape debtor behaviour during financial distress. Key barriers include stigma, cognitive biases, emotional responses such as shame and fear, and the influence of cultural narratives and legal language. The chapter demonstrates that the prevailing economic model of the rational debtor, the “economic man”, fails to account for how real individuals make decisions under stress and uncertainty. Using empirical research and cross-jurisdictional comparisons, the chapter calls for a paradigm shift toward more human-centred insolvency frameworks. It argues for greater integration of interdisciplinary and empirical methods to uncover the real-world obstacles to rescue, with the aim of designing legal systems that resonate with the lived experiences of distressed businesses. Building a sustainable rescue culture, the chapter concludes, requires reframing insolvency not just as a financial event, but as a deeply human one.

This research report, jointly authored by Dr. Sulette Lombard and Mr. Sanjeev Pandey under the Insolvency Law Academy (ILA) in collaboration with Burford Capital, provides the first comprehensive examination of third-party funding (TPF) in the Indian context, with a special focus on insolvency, distressed assets, and corporate debt resolution. Recognising that civil and commercial litigation in India is expensive, slow, and procedurally complex, the paper positions TPF as a critical mechanism for improving access to justice, enhancing value recovery, and enabling the pursuit of high-value claims otherwise constrained by cost and risk barriers.

The report surveys the global TPF landscape, evaluates India’s existing legal and regulatory ecosystem, and identifies systemic hurdles including the prohibition on contingency fees, ambiguities under FEMA, enforcement delays, and uncertainty over doctrines of maintenance and champerty. It contrasts the application of TPF in litigation versus arbitration, examines policy justifications, ethical concerns, and practical structuring issues, and analyses distinct opportunities in insolvency—particularly for monetising receivables, pursuing avoidance transactions, and integrating TPF into corporate insolvency resolution processes (CIRP) and liquidation.

Drawing from comparative international frameworks, case studies (e.g., Hindustan Construction Company, Patel Engineering), a hypothetical insolvency funding scenario, and practitioner survey insights, the report highlights operational models, cost estimation methods, and strategic considerations for funders in India. It recommends a ‘light-touch’ self-regulatory approach—including a Code of Conduct and model funding agreements—over immediate formal regulation, while urging legislative clarity on TPF’s legitimacy, its treatment as a priority liquidation cost, expansion of assignment rights for avoidance claims, and removal of FEMA-related barriers.

The study concludes that, while still nascent in India, TPF has significant potential to unlock value in distressed asset recovery, align stakeholder incentives, and deepen the market for resolution of claims, provided enabling legal reforms, awareness-building, and practical best practices are pursued.

Keywords: Third-Party Funding, Litigation Finance, Insolvency, Insolvency and Bankruptcy Code (IBC), Distressed Assets, Avoidance Transactions, India, Self-Regulation, Code of Conduct, Funding Models.

Using firm-level information for 11 larger emerging economies for the period -2003-2014, this article analyze the impact of firm investment ratio by the presence of institutional ownership and the effects that institutional investor heterogeneity has on firm financial constraints. Results show that the presence of institutional ownership reduces firm cash flow sensitivity for restricted samples using size and Kaplan and Zingales index. Investor heterogeneity regressions show that independent and foreign institutional investors reduces firm financial constraints explained by direct investor activism, lower monitoring costs and better corporate governance specially across small and medium-size firms.

Cross-border insolvency protocols are a practical phenomenon developed at the international level in the last 30 years. These protocols are agreements entered by the insolvency practitioners to facilitate cooperation and communication between insolvency practitioners and courts involved in cross-border insolvency proceedings. Protocols have been mentioned but not regulated by the European Insolvency Regulation Recast. This contribution seeks to analyse the aims, principles, and standard features of the protocols emerging in practice. Second, it aims to evaluate how this phenomenon fits with the duties of cooperation, coordination, and communication within the European Insolvency Regulation Recast to define the scope and role of protocols within the EU member states. Cross-border insolvency, protocols, transnational, cooperation, coordination, communication, European Insolvency Regulation

A book entitled "Social and Economic Aspects of Court and Out-of-Court Restructuring", with Prof. Anna Hrycaj and Dr Bartosz Sierakowski as scientific editors.

The book is the result of a debate that took place at an international conference ‘The Social and Economic Aspects of Court and Out-of-Court Restructuring’ on 23 May 2024. The conference was organised by Lazarski University in Warsaw (Faculty of Law and Administration) in cooperation with Adam Mickiewicz University in Poznań (Faculty of Law and Administration) and the Institute of Justice in Warsaw. It was initiated by academics associated with the Institute of Insolvency, Restructuring, and Insolvency Research at Lazarski University in Warsaw, Poland. The conference provided an opportunity to present the results of research conducted at various European research centres focused on insolvency law. Researchers from Norway, Poland, Ukraine, Lithuania, Germany, the United Kingdom, and Slovenia presented papers.

Law is a social phenomenon whose form and effectiveness are determined by the socio-economic conditions of the society in which it is applied. For this reason, similar legal institutions may be effective and efficient in certain jurisdictions while failing to attract interest in others. From a cognitive perspective, it is crucial to examine why certain legal solutions prove effective in some societies but not in others. The search for an answer to this question is one of the main objectives of this book. Presenting research findings on court and out-of-court restructuring is of great social importance, as the global economy continues to grapple with the challenges caused by the COVID-19 pandemic and the war in Ukraine.

In Poland, a significant increase in the number of pre-litigation restructuring cases occurred following the entry into force of the Act of 19 June 2020 on the simplified procedure for the approval of arrangements in connection with COVID-19 (i.e. Journal of Laws of 2022, item 2141), which introduced simplified restructuring proceedings. Subsequently, some provisions of this law were incorporated into the Restructuring Law. This means that what was originally an ad hoc and temporary measure has become a permanent part of the Polish legal system. The phenomenon of pre-litigation restructuring has not yet been fully examined in Poland, both from legal and socio-economic perspectives. From a cognitive standpoint, it is important to analyse the circumstances influencing the choice of this restructuring method and the effects of such a decision on the socio-economic environment.

The emphasis in this book is not only on describing what the law looks like (law-in-books) but, more importantly, on how the law operates in practice (law-in-action). For this reason, the work presents the practical aspects of restructuring and insolvency proceedings in different countries, taking into account the legal culture of each jurisdiction.

This study analyses the impact of mergers on the share price performance of Canara Bank and Bank of Baroda. With recent consolidations in the Indian banking sector aimed at improving efficiency and competitiveness, the study examines key financial ratios—P/E, EPS, ROE, dividend yield, and D/E—before and after the mergers. Using t-tests, it evaluates the significance of changes in these indicators. Results reveal mixed outcomes: some metrics improved, while others showed no significant change. The study offers insights into how mergers affect financial performance and market perception in India's evolving banking landscape.

Chapters. This considers the existing preventive restructuring frameworks in a number of member states in the European Union together with the reforms proposed in the Preventive Restructuring Directive passed in June 2019 (1023/2019). The publication of the JCOERE 1 Report could not be more timely, in that it sets out the context across Europe against which preventive restructuring frameworks will be implemented in accordance with the Directive. It also captures the debate around core concepts in restructuring, including the threshold of insolvency at which time restructuring processes are available, the imposition of a stay against creditors and other claimants, cram-down and cross-class cram-down, and the mechanism for approving restructuring schemes. There is much in this report that will be of interest to all those practising and researching in this area. JCOERE will now continue on to consider obligations regarding court to court co-operation in this context, which will form the subject matter for JCOERE Report 2.

SOMMARIO: 1. Introduzione al perché del confronto tra il Codice della crisi dell'impresa e il cd. sistema Uncitral.-2. La trasposizione "forzosa" del sistema Uncitral nel Codice della crisi attraverso il diritto UE: profili generali.-3. Qualche precisazione sui diversi approcci della MLCBI, del diritto dell'Unione in materia di insolvenza e del Codice della crisi.-4. Principali linee guida del sistema Uncitral.-5. C'è una linea di continuità tra il sistema Uncitral, il Regolamento n. 848/2015/UE e la Direttiva n. 1023/2019/UE?-6. Cenni all'attuazione del sistema Uncitral in altri ordinamenti non-UE.-7. L'approccio tendenzialmente autarchico del Codice alle crisi che coinvolgano Stati non appartenenti all'Unione Europea ed il principio di delega rimasto esplicitamente inattuato.-8. Spunti per una ricostruzione "in chiave Uncitral" della disciplina contenuta nel Codice alle crisi.-9. Previsioni della MLCBI e Recommendations cadute nel vuoto: qualche ausilio offerto dal diritto UE.

This paper aims at identifying various industry specific determinants of labour productivity using a panel data analysis across 21 major industries in the organized sector of India over the period 2001-02 to 2019-20. While it is widely accepted that human capital is one of the major factors affecting productivity of labour, many findings focused on the elements of skill, education and wage of human capital as the key drivers of labour productivity. However, increasing flexibility in labour market regulations has led to paradigm shift in the employment pattern with growing influx of contractualization of workforce as well as changes in the production process with increasing digitalization of work in the industrial sector. Thus, this paper explores the effect of certain industry specific determinants on the workers' productivity in the selected organized industries of India. Panel regression has been used and the results show that capital intensiveness of the industry, industry size, wage per worker, profit and welfare benefits have statistically significant positive impact on workers' productivity while trade union activity, contractualization of workforce and digitalization have negative impact on workers' productivity.

This article explores the rise and unraveling of corporate executive Al Dunlap through a multi-dimensional lens that blends storytelling, forensic accounting, organizational psychology, and ethical inquiry. Structured as The Four Mirrors of Al Dunlap, the narrative unfolds through a quiet garden conversation between Selene and his professor-father, reflecting on Dunlap's legacy at Sunbeam and beyond. Each "mirror" captures a distinct facet of his leadership: illusionary turnaround tactics, systemic fraud mechanisms, the cult of efficiency, and the empire of ego. Through poetic inquiry and grounded historical analysis, the article questions traditional metrics of success—stock prices, applause, and speed—and offers a deeper contemplation of legacy, silence, and worth. Concluding with a dialogue between fictional observers Artista and Organum, the piece leaves readers with not judgment but resonance: What remains after the lights dim? And what does leadership look like when no one is watching?

This paper aims at highlighting the formidable challenge in terms of poverty facing Nigeria and which deserves urgent attention for the enhancement of governance. It was reported that so many people are of the view that through proper education, poverty could be alleviated or be reduced to the barest minimum. In the light of the above assertion, this paper therefore looks at the potentials of education in the society bearing in mind the roles education has played in alleviating poverty through effective governance in Nigeria. The paper also examines the status and effects of poverty in the Nigerian society, how it has kept so many people in such a pitiable condition. It also looks at the strategies for utilizing education as panacea for poverty alleviation of the masses. Finally, it suggests ways by which poverty could be alleviated in order to enhance the welfare and development of the country.

This empirical study was carried out to appraise the extent of participation of women in trade union activities as well as identify the position women usually occupy in unions existing in Kogi State University Anyigba, Nigeria in the past ten years. The study discovered that there is an improvement in the level of involvement of women in union activities in the university today unlike it was in the early days of unionism in the university. Worth mentioning is the fact that women now attend meetings and contribute meaningfully to discussions. Women have also started challenging men for some elective positions in the unions which has seen them occupy some elective positions in the union executive. This improvement notwithstanding, women participation in union activity is still a far cry from what it ought to be. To this end therefore, a rigorous sensitization and encouragement of women to enable them participate fully in the activities of the union is strongly recommended among others.

The study examined sexual harassment and rape of the elderly women by the young men in Enugu State. A total of 480 respondents (240 for males between the ages of 18 - 35 years and females between 50 and above) were sampled using questionnaire, oral interview and focus group discussion as instruments. Results of the study show that most of the male respondents (193 or 80%) see the act as done only to satisfy the sexual desire of the young men while the female respondents link it to such factors as ritual practices for money making (97 or 40%), display of male dominance (51 or 21%) and mix up or disorganization custom/value system and evil forces (8 or 3%). In addition, majority of the female respondents 150 or 62.5%) confirmed that sexual harassment of the elderly women have been a daily occurrence in the state, although 55.4% of male respondents declined comment. Study findings also revealed that HIV/AIDs, STD/STI, depression and even death are the likely health hazards associated with this social evil. As a result, efforts should be geared towards addressing the key indices that promote sexual harassment of our ageing mothers by the young men through employment or job creation, strengthening the legal system and attracting stiffer penalties, attitudinal change in order to protect the sanctity of elderly women in Nigeria.

Self help initiative have assumed a formidable or complementary strategy adopted by most countries in Africa (including Nigeria) in the development of its rural communities even before the era of independence. This involves the teaming up or coming together of residents of rural communities using the available resources to attain high socioeconomic development. It is believed that aggregate growth which tend to concentrate in the few large urban centres could only filter to the majority of the rural poor through this process. This paper was aimed at examining the place of self-help initiatives as complementary strategy in rural development in South East Nigeria. Five research questions were formulated to guide the study in line with its objectives. Issues emerging from the literature showed that most state/communities in South East Nigeria (Abia, Anambra, Ebonyi, Enugu and Imo) tend to use the age grade system, social clubs, youth associations, association of daughters of the land (umuada), traders association, Christian women/men organizations, political elites and others in the provision of the basic needs of the rural society. However, it was revealed that corruption or financial embezzlement and power tussles have become serious bottlenecks toward this lofty goal. Finally, the paper recommends some measures which if taken will strengthen and encourage community members to participate more effectively in self-help project to improve the socioeconomic conditions of the rural dwellers.

This study examines virtue-based learning as a significant foundation for young children. A descriptive survey research design was adopted in carrying out the research. The population for the study was all the three hundred and seventy-four (374) pre-primary school teachers in all the public schools in Nsukka Urban in Enugu State. Stratified random sampling technique was adopted to select 167 pre-primary school teachers. Three research questions guided the study. A fifty-two (52) item researcher structured questionnaire titled "Virtue-based Learning for Children's Character Development Questionnaire" (VLCCDQ) was used for data collection. The data obtained were analysed using mean and standard deviation. The study revealed that virtue based learning is crucial and significant in the early years of life for young children. The findings show that parents and teachers have significant role to play in the development of young children's character. It recommended among others that parent/teachers should plan a variety of activities in order to catch children's interest and keep them eager to learn virtues.

Retirement is a natural process, which presents a unique challenge to all sectors of the society especially now that the demographic changes of older adults in Africa tend to indicate the inability of most government to design functional healthcare services for the seniors. Based on the above background, this study examined the perceived views of the public in Nigeria on the healthcare services for retirees. Gestalt theory of perception was adopted as the theoretical orientation. In addition, the multi-stage sampling technique was used to collect data from respondents from the six geo-political zones of the country clustered into three. Data so collected were analysed and presented in frequency tables and percentages. Findings from the study shows that approximately 90% of respondents were of the view that there is nonchalant attitude of the government on the healthcare services of the retirees in Nigeria. Similarly, 67.5% of the respondents affirmed that accessibility of healthcare services of these seniors solely depends on one's socioeconomic stands as the hospital bills are beyond the reach of the downtrodden apart from those enrolled under National Health Insurance scheme (NHIS). The study however proffered some recommendations such as providing special health care centres for the seniors in every local government councils amongst others.

The increasing number of transnational agreements signed in recent years at the EU-company level suggests a form of Europeanization of industrial relations, as these agreements constitute a formal recognition of social dialogue across national borders. However, empirical results based on a multi-level research about the experiences with these agreements in the metal sector offer a more complex picture. The strategies of the actors at European, national and local levels, and more importantly the degree and type of their coordination, are crucial to understanding the processes and mechanisms which encourage or prevent the emergence of cross-national negotiations at company level.

The contribution is intended for social service workers who deal with the standards of quality in social services and the complex process of systematic development of quality social services. The road to lasting improvement of the quality is characterized by social service facilities at regular intervals, total self-made assumptions on the CAF model.

The contribution is intended for social service workers who deal with the standards of quality in social services and the complex process of systematic development of quality social services. The road to lasting improvement of the quality is characterized by social service facilities at regular intervals, total self-made assumptions on the CAF model.

I would like to convey my sincere thanks to Ms. Divya Garg, who always gave me the valuable suggestions and guidance during the project. I feel proud to present my compiled project report on the topic 'The Role of Cost Accounting in Mergers and Acquisitions in India: Assessing How Cost Analysis Impacts Corporate Mergers and Acquisitions'. This research would not have been possible without the kind support and guidance of our teacher. The blessings, support and guidance given by her from time to time shall carry me a long way in the journey of life on which I am about to embark. I would also like to thank our institute for accepting my research project in the desired field. Lastly, I would like to thank the Almighty, my parents, my friends for their constant encouragement without which this project would not have been possible.

The Debt-Equity ratio is a financial statistic that measures the amount of money the organization has borrowed from outside sources compared to the money its owners have invested. This ratio is used to calculate how much fund was obtained through equity and how much was borrowed from other sources. Debt Equity Ratio is one of the solvency ratios. Solvency ratios are used to measure an institution's capacity to meet its long-term obligations. Generally, the lower the debt-equity ratio, the better the financial position of the institutions. Therefore, this research paper is an attempt to evaluate the solvency position of banks in the prior and post-demonetization phases and reveals the conclusion based on the tested hypothesis on t-test analysis that there is no significant difference in Debt Equity Ratio of selected public and private sector banks before and after demonetization. It also found that private-sector banks have better debt-to-equity ratios than public-sector banks.

In the 1980s a number of large corporations restructured their diversified businesses through divestitures. It is hypothesized that restructuring activity focused on firms at intermediate levels of diversification (e.g., related‐linked) which have a mixture of related and unrelated business units. Results confirm this hypothesis which explains that such mixed corporate strategies create organizational and control inefficiencies in managing both related and unrelated types of business units. Restructured firms were also found to move towards two types of different internal capital markets (related and unrelated). Most restructuring firms moved toward lower levels of diversification (e.g., related‐constrained), although some moved toward higher levels of diversification (e.g., unrelated business). Also, this study finds restructuring firms that changed their corporate strategy by reducing diversified scope increased their R&D intensity. Firms that restructured and increased their dive...

ABSTRAKT Článok zameraný na oblasť riadenia spoločenskej zodpovednosti podnikov. Obsahuje výsledky výskumu zameraného na jednu z foriem aplikovanej sociálnej zodpovednosti podnikov, a to dobrovoľníctva zamestnancov. Spomínaný výskum, vo svojej podobe, je prvým komplexným mapovaní dobrovoľníctva zamestnancov v na Slovensku. Realizovaný výskum, a publikované poznatky sú v súčasnosti zdrojom moderných poznatkov pre oblasť manažmentu, pretože dobrovoľníctvo sa stáva v súčasnosti výrazným trendom v súvislosti so spoločensky zodpovedným podnikaním v ekonomickom priestore vyspelých krajín. Vďaka jeho celospoločenskému významu je zdrojom prínosov nielen pre samotný podnik, no i komunitu v ktorej podnik pôsobí a tiež širšiu spoločnosť, a preto nachádza podporu v strategických dokumentoch budúceho rozvoja Európskej unie. Kľúčové slová: Spoločenská zodpovednosť; Dobrovoľníctvo zamestnancov; Podnikteľská etika. ABSTRACT The paper is oriented into the area of corporate social responsibility mana...

Abstract
Job commitment is one of the important variables that influence productivity in work organisations. However, employees' continued job commitment intention has a significant link with their perceived employee welfare systems in their work organisations. Yet, the relationship between these two variables have not been significantly investigated particularly within the context of academic staff of Nigerian Universities, especially in view of the protracted ASUU strikes often associated with issues of poor employee welfare. The aim of this study was therefore to investigate the influence of perceived employees' welfare systems on job commitment intentions of academic staff in Nnamdi Azikiwe University Awka, Anambra State, Nigeria. The study employed the descriptive cross-sectional survey research design. The sample size for the study was 150 employees who voluntarily participated in the study. Data for the study were collected through web-based questionnaire administration and data collection were processed using the SPSS software package. Data analysis was performed using descriptive statistics and the simple linear regression model in order to determine the relationship between the independent and dependent variable. Findings of the study revealed that the academic staff of Nnambdi Azikiwe University expressed negative perceptions about the employees' welfare systems within their work organisation. It was equally found employees' perception of welfare systems significantly influenced their job commitment intentions. The study recommended the need for the federal government to consider resolving all the grievances of the ASUU and address issues associated with poor welfare of employees which have the major issues triggering poor commitment among University employees.

Keywords: Employees, Welfare, Job Commitment, Intentions, Academic Staff

We analyze the role of debt in corporate governance with respect to a large emerging economy, India, where debt has been an important source of external finance. First, we examine the extent to which debt acts as a disciplining device in those corporations where potential for over investment is present. We undertake a comparative evaluation of group-affiliated and non-affiliated companies to see if the governance role of debt is sensitive to ownership and control structures. Second, we examine the role of institutional change in strengthening the disciplining effect or mitigating the expropriating effect of debt. In doing so, we estimate, simultaneously, the relation between Tobin's Q and leverage using a large crosssection of listed manufacturing firms in India for three years, 1996, 2000, and 2003. Our analyses indicate that while in the early years of institutional change, debt did not have any disciplinary effect on either standalone or group affiliated firms, the disciplinary effect appeared in the later years as institutions become more market oriented. We also find limited evidence of debt being used as an expropriation mechanism in group firms that are more vulnerable to such expropriation. However, the disciplining effect of debt is found to persist even after controlling for such expropriation possibilities. In general, our results highlight the role of ownership structures and institutions in debt governance.

Cette contribution est le premier résultat d'une recherche financée dans le cadre de l'ANR « CRITERES », : Crise -Travail, emploi, revenus dans les sociétés du sud. 2010-2014. Les auteurs remercient Jean-Marie Pillon, qui a soutenu en 2014 une thèse de doctorat sur Pôle Emploi (cf. bibliographie), pour sa lecture attentive de ce texte, ses questions avisées, et ses remarques actualisées. 1 Jean-Marie Pillon a bien travaillé ces relations (et leur longue construction historique) en ce qui concerne la France, dans sa thèse : Les rendements du chômage. Mesures du travail et travail de mesure à Pôle Emploi. 20 mai 2014

Before 26 June 2017, there was no single universal regulation governing the treatment of insolvency cases concerning groups of companies or certain members of a group in the European Union. The Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings defines the effective execution of insolvency proceedings at the different group members involved as the general objective of the legal source. The aim of my paper is to review the detailed rules of group coordination proceedings, during which I focus on the request for opening group coordination proceedings, on the possibility of defining which court has jurisdiction, on the review of the opt-out and opt-in rights related to group coordination proceedings and on the presentation of the powers assigned to the coordinator.

As a result of the transposition obligation in Article 34 of Directive (EU) 2019/1023 of the European Parliament and of the Council on restructuring frameworks and insolvency, Act LXIV of 2021 on restructuring and the amendment of certain acts with the purpose of legal harmonisation (hereinafter referred to as the Restructuring Act) was promulgated on 3 June 2021 and is applicable as of its effective date of 1 July 2022 for any legal persons struggling with financial difficulties but not yet insolvent. The creation of a restructuring model prescribed by the EU directive was implemented by the Hungarian legislator through the opening of a non-contentious court procedure ordered within the jurisdiction and exclusive competence of the Metropolitan Court of Budapest. The primary aim of this paper is to develop a complex and comprehensive picture of the restructuring procedure as placed within the system of insolvency and reorganisation procedures in Hungary. Firstly, the paper showcases the unified EU objectives set out by the directive within the system of European insolvency procedures, secondly, it describes the Hungarian procedural rules and the most important related legal institutions adopted to implement these objectives. Section 6 of the Restructuring Act sets out that the aim of restructuring is to adopt and implement a restructuring plan with some or all of the creditors and thus prevent the debtor’s future insolvency and ensure the debtor’s financial viability. For the purpose of reaching this objective, therefore, restructuring constitutes measures aiming at restoring the financial balance of the debtor, including changing the composition, the conditions or the structure of debtor’s assets and liabilities and any other part of its capital structure. Among these measures, the Restructuring Act lists the sale of the debtor’s property or part thereof, or the sale of any participation in the debtor as examples. The condition for restructuring is the likelihood of the company’s insolvency. The definition of the likelihood of insolven Directive (EU) on restructuring frameworks and insolvency, European insolvency procedures, insolvency and reorganisation procedures, restructuring plan, non-contentious court procedure
cy bears a central significance here: it constitutes the entrance point into the restructuring procedure.  In addition to the definition of insolvency, Section 2(2) of the Restructuring and Insolvency Directive renders the interpretation of the probability of insolvency into Member State jurisdiction. Among the Explanatory notes the Restructuring Act defines the likelihood of becoming insolvent as a situation in which there are reasonable grounds for believing that the debtor will be unable to meet its outstanding payment obligations when they fall due, unless further measures are taken.

Il documento "Strumenti per la valutazione della continuità aziendale e l’adozione degli adeguati assetti" si concentra sull’evoluzione normativa relativa alla gestione della crisi d’impresa, a partire dalle origini medievali fino alla recente normativa europea (Direttiva Insolvency UE 2019/1023) e nazionale (Codice della Crisi e dell’Insolvenza, D.Lgs. 14/2019), evidenziando il progressivo passaggio da un approccio punitivo a un modello di prevenzione e risanamento.

La parte applicativa approfondisce in dettaglio gli obblighi imposti agli imprenditori collettivi circa l’adozione di assetti organizzativi, amministrativi e contabili adeguati, finalizzati alla tempestiva rilevazione degli squilibri economico-finanziari e al mantenimento della continuità aziendale.
Viene proposta una classificazione tecnica degli "adeguati assetti", articolata in assetti organizzativi (strutture e processi interni), amministrativi (sistemi di controllo delle performance) e contabili (rappresentazione veritiera della situazione patrimoniale, economica e finanziaria).

Particolare attenzione è dedicata alla capacità reddituale, analizzata sia in chiave strategica (posizionamento di mercato, ciclo di vita del prodotto) sia operativa (analisi di marginalità e produttività). Vengono illustrate metodologie di misurazione del capitale circolante (CCNC, CCNO, CCNF) e relativi indici (current ratio, quick ratio), fondamentali per il monitoraggio della solvibilità nel breve termine.
La capacità prospettica viene valutata attraverso strumenti quali il piano di cassa, il test pratico per la verifica della ragionevole perseguibilità del risanamento e l'analisi dei flussi finanziari futuri. Si sottolinea inoltre la centralità di indicatori quali DSCR e PFN/EBITDA per l’anticipazione di eventuali stati di crisi e per il dialogo con gli istituti di credito, anche secondo le più recenti linee guida EBA.
Il documento offre infine un'analisi operativa dei dati finanziari, proponendo approcci graduati alla costruzione del DSCR in funzione della dimensione aziendale e della disponibilità di un rendiconto finanziario, in linea con il principio contabile OIC 10.

This research paper examines the creation and use of new analytical tools for analyzing mergers and acquisitions (M&A) in state-owned banks. Conventional methods of M&A analysis tend to be inadequate in capturing the special dynamics and intricacies of public sector banking. In this research, cutting-edge research methods-ranging from quantitative, qualitative, and hybrid approaches-are presented to bridge these gaps. Through case studies and the use of interdisciplinary approaches, the paper offers practical insights into the efficacy of these methodologies. The results highlight the importance of embracing a contemporary, customized approach to better comprehend and assess M&A operations in state-owned financial institutions. This study adds to the ongoing debate on public sector banking and provides strategic implications for academics, policymakers, and industry players.

Debt recovery remains a significant challenge in Nigeria, often blurring the lines between civil liability and criminal enforcement. While debt obligations are primarily contractual and fall within the realm of civil law, creditors frequently resort to law enforcement agencies such as the Nigerian Police and the Economic and Financial Crimes Commission (EFCC) to pressure or detain debtors. This practice raises serious legal and ethical concerns, as it often results in the wrongful criminalization of debtors and the misuse of state power. This article examines the legal framework governing debt recovery in Nigeria, distinguishing between civil liability for unpaid debts and the limited circumstances under which debtrelated matters may attract criminal sanctions. It analyses judicial decisions that reaffirm the civil nature of debt disputes and condemn the unlawful involvement of law enforcement agencies in private debt recovery. Furthermore, the article explores the systemic inefficiencies in Nigeria's civil justice system that push creditors toward extrajudicial measures. The study concludes by advocating for legal reforms to streamline civil debt recovery processes, enforce judicial pronouncements against the misuse of law enforcement, and promote public awareness of lawful debt enforcement mechanisms. Strengthening the rule of law in debt recovery will not only protect debtors' rights but also enhance confidence in Nigeria's financial and legal systems.

A debt-for-equity conversion' may be defined as the technique whereby the holder of a hard-currency-denominated claim against a given country is permitted to exchange the claim for an equity holding in a private entity in the given country. The conversion presupposes that the given country is so heavily indebted, and that the risk of not complying with the terms of the hard-currencydenominated obligation is judged to be so great, that the claim's market value is substantially less than its nominal value. The conversion involves several intermediary steps. First, the original holder of the claim, the lender, may "sell" the loan paper to a third party (typically an investor or an intermediary) for cash. In so doing, the original lender severs its relationship with the debtor country. The third party, or the original lender if it chooses to act directly, may then present its claim to the debtor country and elect to exchange such claim, at a certain value (face or adjusted value), for equity in local private firms. Finally, the claim holder receives equity in exchange for local currency provided by the country's monetary agency as part of the debt-for-equity conversion (the local currency referred hereinto as "debt-for-equity conversion money"). Under a broader interpretation, a debt-for-equity conversion encompasses the exchange of a sovereign debt or a private sector debt claim for equity in private local firms, in companies targeted by privatization programs, or even in public enterprises. Most debt-for-equity programs, however, involve sovereign debt claim to be exchanged for equity in private or privatized enterprises.

Implements of economic decision making The present worth of an investment is calculated by estimating the present value of each of its expected future cash flows and then summing these present values. If the total or net present value of the investment's future exceeds its cost, the investment in the project can be expected to increase the firm's value. Úvod Analyzovanie mnohých alternatív pre prijatie rozhodnutia o investovaní musí brať do úvahy faktory, ako sú náklady, zisk, úspory, trvanie projektu, dane, efekt narastania inflácie, riskantnosť projektu a ďalšie. Je mnoho simulácií, ktoré sú v oblasti ťažkého priemyslu a hlavne baníctva aplikovateľné. Sú to najmä: • vypracovanie podrobnej ekonomickej štúdie ekonomickej efektívnosti podnikania spolu so stanovením miery akcelerácie príležitostí (screening), • porovnanie relatívnych predností všetkých investičných zdrojov (ranking), • ohodnotenie dodávateľských ponúk dodávateľov, predávajúcich rovnaké výrobky alebo služby, • ...

The present worth of an investment is calculated by estimating the present value of each of its expected future cash flows and then summing these present values. If the total or net present value of the investment's future exceeds its cost, the investment in the project can be expected to increase the firm's value.

This article explores the phenomenon of recurrent internal redeployment, through a case study of restructuring at a UK based steel firm. While redeployment reflected one of the key functions of the traditional internal labour market at SteelCo, frequent restructuring events meant some workers experienced redeployment on a recurrent basis. For these workers the experience of repeated redeployment was analogous to churning in and out of jobs on the external labour market. Adapting this term to internal organisational processes, the article presents a new way of analysing recurrent redeployment through the formulation of the concept of Internal Labour Market Churn. This new contribution to internal labour market theory highlights problems with human capital development, career progression and in-work insecurity associated with internal churning, which tarnishes the sense of mutual commitment traditionally associated with and engendered by internal labour markets.

M&A and Takeovers are the powerful ways to achieve corporate growth, but because of their complex nature, to protect the interest of all the parties, curb the malpractices and to facilitate orderly development these activities are regulated by a takeover code in most part of the world. In India after liberalization Govt. started to regulate these activities by introducing a takeover code. This code has gone through various major and minor changes since then to respond the challenges it faced during implementation and also to overcome its shortcomings. My study is an attempt to discover what challenges it faced and what changes were incorporated in the code over the period of time. Whether these successive changes are leading Indian takeover code in a proper direction, also what are the major shortcomings of the code at present. What are the critical issues, which need immediate attention to make it more effective. In the paper I tried to explain these challenges by quoting major controversial takeover battles after 1990s. disappeared from the market. Fourth wave (1981)(1982)(1983)(1984)(1985)(1986)(1987)(1988)(1989); during this period Companies responded to a common set of environmental/macro factors and assumed an international dimension. Hostile takeovers and LBOS were the primarily acquisition strategy. Fifth wave (1990)(1991)(1992)(1993)(1994)(1995)(1996)(1997)(1998)(1999)(2000); this is the era of cross border acquisitions. A number of mega mergers emerged involving companies from different countries. IT revolution, continued deregulation of the economies, reduction in trade barriers, globalization and privatization led to these mergers. Mergers and takeovers are prevalent in India right from the post independence period. But Government policies of balanced economic development and to curb the concentration of economic power through introduction of Industrial Development and Regulation Act-1951, MRTP Act, FERA Act etc. made hostile takeover almost impossible and only a very few M&A and Takeovers took place in India prior to 90s. But policy of decontrol and liberalization coupled with globalization of the economy after 1980s, especially after liberalization in 1991 had exposed the corporate sector to severe domestic and global competition. This had been further accentuated by the recessionary trends, resulted in falling demand, which in turn resulted in overcapacity in several sectors of the economy. Companies started to consolidate themselves in areas of their core competence and divest those businesses where they do not have any competitive advantage. It led to an era of corporate restructuring through Mergers and Acquisitions in India. According to section 2(1A) of Income Tax Act, 1961 amalgamation is the merger of one or more companies with another company OR merger of two or more companies (amalgamating companies) to form a new company (amalgamated company) in such a way that all the assets and liabilities of amalgamating companies becomes assets and liabilities of the amalgamated company and shareholders holding not less than 9/10 th in value of the amalgamating companies becomes shareholding of amalgamated company. Sections 391 to 394 of the Companies Act, 1956, govern the process of mergers or amalgamations Acquisition refers to the process in which a person or firm acquires controlling interest in another firm. Acquisition can be friendly or hostile. A friendly acquisition is one in which management of the target company or controlling group sells its controlling shares to another group at its accord. Acquisition can take market route also. If management of the target company is unwilling to negotiate a contact with prospective acquirer, it can approach directly to the shareholders of the target company by making an open offer. This is known as Hostile takeover. Takeovers are governed by 'SEBI Regulation for Substantial Acquisition of Shares and Takeover' (most popularly known as Takeover code)

Corruption in Brazil is endemic and has increased since the end of the military transition regime in 1985, a year marked by an indirect presidential election, which was followed by the 1988 Constitutional Reform. The present thesis answers the research question of “how corruption affects well-being in Brazil” by investigating the existing cause-effect relationships and complex dynamics and logic between corruption and related variables in Brazil, with each of the twenty-seven causal diagrams being analyzed individually. Among the key findings are that (i) a center role is played by the level of quality of institutions, (ii) high corruption is a symptom of a fundamental problem with the independence, quality and effectiveness of the judiciary, and that (iii) corruption is dominated by fast destructive reinforcing loops that can deteriorate quite rapidly if left unwatched, and improvement to lower corruption levels is characterized by feedback loops with long delays. The present thesi...