1. Corporate Restructuring & Sustainability
CS Manoj Sonawala Corporate Governance Professional, Mumbai, India.

2. Disclaimer :
This presentation has nothing to do with my experience and exposure with TATA Group and any resemblance to any of the matter with any of the Tata Company/ies may be by pure coincidence and not intentional.
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3. Due Credit :
This presentation is based on various Notes / Papers/ Data / Information available in Public domain and not in particular from one source. Hence I give due credit to the Corporate, Secretarial, Legal & Governance fraternity of various Companies, Government Agencies, Institutions, NGOs and other entities operating in this domain and contributing on various Websites, Social and other mediums.
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4. Corporate Restructuring
SUSTAINABILITY
Expansion
Mergers and Acquisitions
Tender Offers
Asset Acquisition
Joint Ventures
Contraction
Spin offs
Split offs
Divestitures
Equity carve-outs
Assets sale
Corporate Control
Takeover defenses
Share repurchases
Exchange offers
Proxy contests
Changes in Ownership Structures
Leveraged buyout
Junk Bonds
Going Private
ESOPs and MLPs
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5. Principles of Good Corporate Governance
Companies that have followed principles of Good Corporate Governance have Consistently earned high returns, increased their net worth and enhanced their shareholders wealth.
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6. Evidence from McKinsey Survey
In companies with good corporate governance, based on parameters of :
Accountability,
Disclosure,
Transparency and
Shareholder equality,
investors were willing to pay a premium of 28% on the shares of such companies.
Source : - Mickinsey Global Investor Opinion Survey on Corporate Governance, 2002
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7. Market Value and Funding
The quality of the governance standards leads not only to attracting investors, but also to enhancing the value of the company in the marketplace and makes the funding for growth much easier.
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8. Non - financial Disclosures
Business reporting covers mainly financial information. Non-financial disclosures are equally important to stakeholders and hence Sustainability Report may include apart from Economic Performance Environmental Performance Social Performance Governance Performance Value Statements CSR Initiatives

9. Sustainability Reporting
It is emerging as the most common practice these days, which once used to be a part of few green or community oriented companies.
It has emerged as a part of one of the best practices to be followed by corporate giants for getting recognised in terms of socially responsible players and rewarded in terms of financials.

10. ESG Performance Reporting
Corporate sustainability is a business approach that creates long-term shareholder value by embracing opportunities and managing risk deriving from economic, environmental and social developments.
A sustainability report is an organizational report that gives information about economic, environmental, social and governance performance.

11. Integration with Global Economies
So, the corporations and corporate governance, which have remained the matters of domestic policy interest for many decades, have moved to forefront of international thinking with the gradual integration of global economies.
Source : - Mickinsey Global Investor Opinion Survey on Corporate Governance, 2002
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12. Unity in Diversity
While attempting to strike a balance between aspirations, value conflicts, competitive and performance pressures, one should be guided by the values of integrity, understanding, excellence, unity and responsibility.
Source : - Mickinsey Global Investor Opinion Survey on Corporate Governance, 2002
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13. Legal & Social Licnese
Corporate governance is increasingly being seen not just as a mechanism to ensure accountability (where one is liable to render an account) but also as a mechanism to demonstrate responsibility (where one is liable to be called to account). Where formerly Boards sought only a "legal" license to operate, today Boards also demand a 'social license' to operate.
Source : - Mickinsey Global Investor Opinion Survey on Corporate Governance, 2002
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14. Performance and Conformance
The emphasis today is on balancing the need for performance (short run) and conformance (to the expectations of various other stakeholder groups). This can be achieved only through adoption of an inclusive approach where relevant stakeholder groups are identified and engaged on a continual basis. The current governance paradigm, where transparency is inversely proportional to trust, is untenable simply because infinite transparency does not guarantee high trust.
Source : - Mickinsey Global Investor Opinion Survey on Corporate Governance, 2002
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15. Stakeholders’ Balancing Value
In the changed paradigm, good governance encompasses not just Board Practices but also a clear demonstration of commitment to social responsibility, business ethics and balancing value for all stakeholders.
Source : - Mickinsey Global Investor Opinion Survey on Corporate Governance, 2002
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16. Goodwill or Reputation
Evoking trust among stakeholders simplifies decision-making for them in the context of the business, thereby generating goodwill for the company. Globally, the realisation that Goodwill or Reputation is essential for the longevity of corporations has emerged recently.
Source : - Mickinsey Global Investor Opinion Survey on Corporate Governance, 2002
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17. THANK YOU !!! Questions? msonawala@grcadvisors.uk www.grcadvisors.uk
Mumbai – India