IABLE OF CONTENTS Chapter I: INTRODUCTION. 1.1 Securities Market and Takeovers; 1.2 Hostile and Friendly Takeovers; 1.3 Research Methodology; 1.3.1 Hypothesis; 1.3.2 Objectives of the Study; 1.3.3 Research Questions; 1.3.4 Chapterization ; 1.3.5 Acknowledgement of Sources; Chapter II: TAKEOVER REGULATIONS ; 2.1 Why Takeovers should be Regulated? 2.2 Ownership and Control; 2.2.1 Majority Control; 2.2.2 Management Control;. 2.2.3 Negative Control; 2.2.4 Control Through Nominees; 2.3 Ways of Securing the Right to Appoint Majority on the Board; 2.3.1 Provisions in the Articles of Association; 2.3.2 Proportional Representation; 2.3.3 Holding-Subsidiary Relationship; 2.3.4 Control Through Contract; 2.3 .5 Control Over Management Decisions; 2.3.6 Shareholders Agreement; 2.3.7 The -Nadella Decision; 2.3.8 Weighted Voting Rights; 2.4 Legislative History ; 2.5 Takeover Code - Ambit and Scope; 2.6 Determination of the Offer Price; 2.7 Escrow Account; 2.8 Rote pf a Merchant Banker; Chapter III: A CRITIQUE OF TAKEOVER CODE; 3.1 Duty of Disclosure; 3.1.1 Disclosure Requirements under the Code; 3.1.2 Ambiguity in Regulations under Chapter II & III of the SEBI Takeover Code, 1997; 3.1.3 Scope of Regulation 6; 3.1.4 Disclosure on Acquisition of 5% or more of Shares of Target; 3.1.5 Disclosure requirement under Regulation 7 (IA) ; 3.1.6 Disclosure by Stock Exchange; 3.1.7 Disclosure by the Company; 3.1.8 Continual Disclosure; 3.1.9 SEBI's Power to Call for Information; 3.2 Duty to Make Public Announcement and Offer to Purchase; 3.2.1 The Meaning of the term 'Acquisition; 3.2.2 The Meaning of the term 'Acquirer; 3.2.3 15% or more Voting Rights; 3.2.4 Control; 3.2.5 Promoter; 3.2.6 "Persons Acting in Concert; Chapter IV: MANDATOR-Y. BIDS; 4.1 English Takeover Code; 4.2 Role of the Takeover Panel vis Regulator; 4.2.1 Indian Position; 4.2.2 English Position; 4.3 Takeovers and Protection of Minority Shareholders; 4.4 To what extend should large shareholdings be disclosed? Chapter V: EXEMPTION FROM REGULATIONS 10,11 & 12 5.1 The Scope and Ambit of the Exemption Provisions; 5.2 Implementation of the Obligations of Acquirer; 5.3 Position in United Kingdom; Chapter VI: BAIL OUT TAKEOVERS; Chapter VII: CORPORATE ABUSES CONNECTED WITH TAKEOVERS; 7.1 Global Arrangement; 7.2 Preferential Allotment; 7.3 Conditional Acceptance; 7.4 Disclosure Obligations; Chapter VIII: REGULATORY FRAMEWORK OVER TAKEOVER ACTIVITIES: COMPARISION BETWEEN THE ENGLISH AND THE INDIAN LAW; 8.1 Provisions with regard to the Transferability of Shares; Chapter IX: TAX AND STAMP DUTY IMPliCATIONS; 9.1 Section 79 of the Income Tax Act 1961; 9.2 Section 72 A: Requirements and Considerations; 9.3 Section 72A & Treatment of Unabsorbed Depreciation and Accumulated Losses 9.3.l Financial Non – Viability; 9.3.2 Public Interest; 9.4 Advance Rulings and Rehabilitations; 9.4.1 Advance Rulings; 9.4.2 Rehabilitation; 9.5 Stamp Duty Aspect in Case of a Takeover; 9.5.l The Impact of Li Taka and After; 9.5.2 The British Position; 9.5.3 The Definition of" Amalgamation; 9.5.4 The Definition of "Instrument; 9.6 Stamp Duty on Decree; Chapter X: CONCLUSION; BIBLIOGRAPHY; ANNEXURES