Corporate Carve-Outs
Decisions that reshape organizational direction, structure, and partnerships.
Inside this journey
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Customer Discovery
Align on separation objectives, timeline, decision rights, data and system access, and critical success signals (cost, buyer confidence, Day One readiness).
Discovery Questions
Tell Us the Story — How This Separation Began
- What's the immediate trigger for this carve-out (board mandate, portfolio review, buyer-led process, PE acquisition, other)?
- Who is ultimately accountable for delivering a clean separation (name/role/title)?
- What is your target timeline from engagement to Day One (and how firm is that deadline)?
- How would you prioritize the following separation objectives right now?
- Who on your team will be the day-to-day contact, and what other functional owners should we expect to engage?
If This Deal Fails, Where Does It Hurt Most?
- If this separation fails to meet expectations, which outcome would worry you most?
- How much of the expected deal value is at risk from separation cost or valuation adjustments (percentage range)?
- When you picture the buyer’s reaction during due diligence, what are their top concerns about the stand-alone business?
- How does the current separation risk make you feel—anxious, frustrated, cautiously optimistic, or something else? Tell us a recent moment that captured that feeling.
- Have you seen parts of previous separations create unexpected stranded costs? If yes, where and how long did those linger?
Where the Wires Are Crossed — Your Hidden Entanglements
- Which shared systems, facilities, or services does the carve-out rely on today (ERP, payroll, shared ops, data centers, salesforce, other)? Select all that apply.
- For each key entanglement you listed, how clear is the owner or resolver for separating it (clear, somewhat clear, unclear)?
- Tell us about a specific contractual or technical dependence that surprised you in past separations—or that you suspect exists here.
- How long would you estimate it would take to disentangle each top three systems or services if we had full access and cooperation?
- What evidence or artefacts can you make available quickly to validate those entanglements (system maps, contract register, org charts, runbooks)?
If Day One Were a Feeling — Paint the Scene
- Imagine Day One is a success headline—what does that headline say?
- What are the non-negotiable operational capabilities the buyer must have on Day One (order-to-cash, payroll, billing, reporting, manufacturing, customer support)? Select all that apply.
- Which Day One KPIs will the buyer or auditors use to accept the carve-out financials and operations?
- How much operational degradation is acceptable on Day One (none, minor with mitigation, moderate with TSA, other)?
- Who will ultimately sign off that Day One readiness criteria have been met (role/title)?
What’s Been Slowing You Down (Even If It Feels Normal)?
- We often see teams assuming ‘internal resources can handle it’ — what makes you confident (or not) that internal teams can deliver a complex carve-out on this timeline?
- Where do you believe the biggest capability gaps are right now (finance, IT, HR, legal, program management)?
- How realistic is it for your team to grant system access and contract-level transparency in the first 2–4 weeks of engagement?
- Describe a past moment when underestimated entanglement extended your timeline—what changed and how did the team respond?
- If you had one internal process or assumption you could change immediately to accelerate separation, what would it be?
Who Decides, Who Escalates, and Who Opens the Doors?
- If we need an urgent decision about access or a contract carve-out, who has authority to approve it within 24–48 hours?
- What governance cadence do you expect for this program (weekly executive steering, biweekly working sessions, ad hoc)?
- What contractual or confidentiality constraints should we be aware of before requesting vendor or customer conversations?
- Who on your side will control access to sensitive systems and contracts, and how quickly can they provision read-only access?
- If a dispute arises over a separation decision, what's your preferred escalation path and final arbiter?
How Will Success Be Measured — Beyond ‘It Closed’
- Which of these will be treated as a pass/fail for buyer and auditor acceptance (opening balance sheet accuracy, no major customer loss, fully defined TSAs, other)?
- How will milestone-based payments or holdbacks be tied to separation deliverables in your view (examples: milestone triggers, audit sign-off, buyer acceptance)?
- What is the buyer's tolerance for TSAs (length and cost) and how might that influence our separation path?
- Are there specific audit or buyer acceptance thresholds we must meet (materiality bands, working capital definitions, carve-out accounting standards)?
- Which residual risks are you willing to accept post-close and which require remediation before Day One?
If We Could Do One Thing This Week That Changes Everything
- If you had to pick one immediate action that would most increase your confidence in the separation, what would it be (quick system inventory, access to contract register, initial Day One checklist, pilot carve-out financials)?
- How soon can your team commit the people/time needed for an initial 2–4 week rapid assessment?
- What would ‘success’ look like from that first rapid assessment (deliverables or insights you want to see)?
- What concerns would make you hesitate to green-light that immediate work, and how can we address them up front?
- Who should we invite to a 60-minute kickoff next week to get this moving, and what preparatory artefacts would you provide?
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Solution Experience
Run scenario-based walkthroughs that map current entanglements to practicable separation paths, TSA options, and expected impacts on valuation and operations.
Experience Meetings
- Pre-Workshop Data Alignment
- Scenario Walkthrough Workshop — Comparative Paths
- TSA Options & Valuation Impact Review
- Day One Operations Simulation & Risk Playbook
- Final Validation & Executive Decision Session
- Secure SME validation that the proposed sequence achieves the defined future-state outcomes.
- Document all validated assumptions and outstanding data gaps per scenario and assign owners to close them.
- Schedule targeted deep-dive sessions for the selected scenario(s) with functional leads.
- TSA design primer
- Agree a TSA approach (scope, duration, pricing methodology) for the selected separation path.
- Quantify how TSA choices affect valuation, post-close EBITDA, and buyer/auditor risk assessments.
- Prepare a negotiation checklist and acceptance criteria to use with potential buyers.
- Create a TSA term-sheet draft showing scope, SLA metrics, duration options, and pricing methodology.
- Run final sensitivity scenarios on TSA length/pricing vs. purchase price impact and circulate results.
- Assign negotiation leads and prepare buyer-facing rationale for the recommended TSA approach.
- Define 'Day One success' in operational terms
- Produce a validated Day One checklist with owners, times, and acceptance criteria.
- Identify top 5 operational risks to Day One and agreed mitigations with owners.
- Introductions & objectives
- Draft the Day One checklist and cutover runbook with owners and circulate for sign-off.
- Schedule 1–2 dry-run rehearsals for critical cutover steps and assign observers.
- Implement mitigation steps for top identified risks and track completion in a risk playbook.
- Executive summary: current state → consequence → future state
- Obtain executive sign-off on the recommended separation path and TSA approach.
- Agree the initial milestones, governance cadence, and resource commitments to move into Solution Scope.
- Identify and assign owners for remaining open issues with deadlines and contingency triggers.
- Finalize SOW and Statement of Work for the chosen path and circulate for signatures.
- Set the governance cadence (weekly steering, bi-weekly functional) and schedule the implementation kickoff.
- Track and close all open issues required for the agreed milestone to enter Solution Scope.
- Establish a single-sentence, auditable current-state description that all parties accept.
- Surface and quantify the key consequences (cost, valuation, operational risk) that drive urgency.
- Agree the 2–3 scenarios to run and the exact data inputs required for modeling.
- Assign owners and delivery dates for all pre-work items and system access.
- Deliver validated data extracts (cost allocations, shared services usage, contract inventory, ERP/ID maps) by the agreed deadline.
- Provide system access or sanitized extracts to the advisory team for modeling.
- Nominate SME leads for Finance, IT, HR, and Contracts to attend walkthroughs.
- Brief recap: current state & consequence
- Translate entanglements into concrete, comparable separation options with clear operational implications.
- Demonstrate how each scenario moves the customer from current state to the defined future state in operational terms.
- Validate or correct key assumptions in real time with SME sign-off.
- Generate a prioritized recommendation(s) to take into Solution Scope for execution planning.
- Produce a scenario impact matrix (timeline, costs, valuation delta, buyer risk, Day One readiness) and circulate within 48 hours.
- Cutover sequencing walkthrough
- Recommended separation path & rationale
- One-sentence current-state readout
- Scenario 1 walkthrough — Minimal build with extended TSA
- Map shared services to TSA needs
- TSA and valuation confirmation
- Consequence framing
- Cost & valuation modeling
- Scenario 2 walkthrough — Aggressive separation (build-out)
- Critical dependency failure scenarios
- Scenario 3 walkthrough — Hybrid (targeted build + short TSA)
- People transition and retention signals
- Operational readiness & milestone sign-off
- Data & access gap review
- Buyer/auditor acceptance criteria
- Comparative impacts & sensitivity review
- Recommended TSA approach and negotiation posture
- Scenario selection and prioritization
- Day One validation checkpoints & sign-off criteria
- Open issues, contingency triggers, and decision call
- Pre-work assignments & timeline
- Immediate validation checkpoints
- Agree preferred path(s) for detailed design
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Solution Scope
Define the workstreams, deliverables, responsibilities, and acceptance criteria for carve-out financials, IT separation, contracts, HR, and TSAs.
Scope Configuration
- Prepare Carve‑Out GAAP/IFRS Financial Statements
- Extract and Reconcile Business‑Unit GL Transactions
- Post Cost‑Allocation Journal Entries for Separation
- Draft and Finalize Transitional Service Agreements
- Negotiate TSA SLAs and Pricing with Buyers/Parent
- Extract and Migrate ERP Data to New Instance
- Provision Standalone IT Infrastructure and Access
- Execute Day‑One IT Cutover and Transaction Validation
- Migrate Payroll, Benefits and HR Records
- Novate or Assign Vendor and Customer Contracts
- Open Bank Accounts and Configure Treasury Operations
- Deploy Standalone Management Reporting and KPIs
Scope Questions
Prepare Carve‑Out GAAP/IFRS Financial Statements
- Which accounting framework do you require for carve‑out financial statements?
- What reporting periods are required for the carve‑out (select the minimum needed)?
- Do buyer or auditor requirements mandate audited or reviewed statements at close?
- Are standalone accounting policies and chart of accounts defined for the carved entity?
- How many legal entities, currencies, or reporting segments need carve‑out statements?
- Describe the acceptance criteria for the financial statements (e.g., buyer sign-off, auditor comfort, pro forma adjustments).
Extract and Reconcile Business‑Unit GL Transactions
- Is the business unit currently on a distinct GL cost center / profit center or commingled with corporate?
- What systems contain the GL and subledger data to extract (ERP, GL module, AP, AR, payroll)?
- What is the typical monthly transaction volume for the carved unit (to estimate extraction effort)?
- Are there predefined mappings from corporate chart of accounts to proposed standalone COA?
- Are there known high-risk transaction types to reconcile (intercompany, shared payroll recharges, treasury entries)?
- What reconciliation deliverables are required (trial balance by BU, adjusted TB, recon report templates)?
Post Cost‑Allocation Journal Entries for Separation
- Which allocation mechanisms are currently used for shared costs (per-head, revenue %, activity-based, arbitrary)?
- Do you need journal entries to be posted in the parent, the carved entity, or both?
- Which cost categories require allocation or disentangling (finance, IT, HR, real estate, shared services)?
- Is a retrospective restatement of prior periods required or only a go‑forward set of separation entries?
- Who will own approval of allocation methodologies and sample journal entries (finance lead, controller, external auditors)?
- Please list any regulatory or tax constraints that affect cost allocations (e.g., transfer pricing, local tax rules).
Draft and Finalize Transitional Service Agreements
- Which functional services are likely to be included in TSAs (IT, payroll, finance, procurement, facilities, other)?
- What is the expected TSA term you anticipate (weeks / months)?
- Are there existing service levels or performance metrics to include in the TSA?
- Who are the internal owners that will negotiate and sign TSAs (parent legal, business owner, buyer rep)?
- Do you require templates and playbooks for TSA governance, change control, and exit planning?
- Describe any must-have exclusions or conditions for TSAs (e.g., no access to certain data, capped cost increases).
Negotiate TSA SLAs and Pricing with Buyers/Parent
- Are you aiming for cost‑recovery pricing, market-based pricing, or negotiated discounted rates for TSAs?
- What SLA metrics are critical for buyer acceptance (availability, response time, resolution time)?
- Do you have historical service usage metrics to model TSA pricing (FTE hours, transaction counts, storage/compute)?
- Who will approve final pricing and cost allocations (parent CFO, business unit CFO, buyer finance)?
- Is there a buyer appetite to convert TSA services to third‑party contracts post-close (to accelerate exit)?
- List any constraints or negotiation levers (headcount caps, tiered pricing, termination notice periods).
Extract and Migrate ERP Data to New Instance
- Which ERP(s) host the transaction and master data to be migrated?
- Do you plan a full new instance build or carve‑out within the existing instance (separate instance vs. tenant separation)?
- What data domains must be extracted and validated (master data, open AR/AP, historical transactions, inventory)?
- Are there data retention or compliance rules affecting the extract (local law, GDPR, industry)?
- What cutover window constraints exist for transactional freeze and migration?
- Please describe any customizations, bespoke interfaces, or third‑party integrations that must be migrated or rebuilt.
Provision Standalone IT Infrastructure and Access
- Do you intend to host infrastructure on cloud, on-premises, or hybrid?
- Which core services must be provisioned (network, identity/AAD/SSO, email, backup, security tools)?
- How many users and administrative roles will require access at Day One?
- Are there existing security, compliance, or segmentation requirements (SOC2, ISO, PCI, regional data residency)?
- Will identity and access be federated with parent or built independently?
- Describe any preferred vendors, licensing constraints, or existing contracts that affect provisioning.
Execute Day‑One IT Cutover and Transaction Validation
- What is the planned Day One cutover strategy: big‑bang, phased by function, or transactional co-existence?
- Which critical transactions must be validated immediately at Day One (invoicing, payments, payroll, order entry)?
- Do you require runbooks and validation scripts for cutover testing and acceptance?
- Who will be named cutover owners and on-call leads for critical systems?
- What rollback or contingency plans are acceptable if cutover fails for a critical function?
- List key Day One validation checkpoints and success criteria (transaction completeness, reconciliation thresholds, user access verification).
Migrate Payroll, Benefits and HR Records
- Is payroll currently managed in‑house, via a parent shared service, or by a third‑party provider?
- Which HR and payroll data domains must be migrated (employee contracts, compensation history, benefits enrollment, pension data)?
- Are there union, collective bargaining, or local employment laws that affect transfer of employment records or novation?
- Do you require payroll parallel runs or validation by payroll period post‑close?
- Who will be responsible for benefits carrier notifications and plan migrations?
- Please note any special benefit programs or expatriate populations that need bespoke handling.
Novate or Assign Vendor and Customer Contracts
- Approximately how many vendor and customer contracts require novation, assignment, or new contracts?
- Which contract types are high priority for day‑one novation (major suppliers, key customers, lease agreements)?
- Are counterparties generally cooperative about novation, or do most contracts require renegotiation/consent?
- Do you need legal templates and playbooks for novation notices, consent requests, and fallback paths?
- Will any contracts need transitional terms or interim pricing until full assignment is effective?
- Please identify any contracts with change-of-control, termination-on-transfer, or other clauses that could block novation.
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Mutual Commit
Agree commercial terms, governance cadence, milestone-based payments, access commitments, and audit/buyer acceptance requirements.
Agreement Modules
- Statement of Work (SOW)
- Master Services Agreement (MSA)
- Pricing & Milestone Payment Schedule
- Governance & Cadence Agreement
- Access & Data Sharing Commitment
- Transitional Service Agreement (TSA) Heads of Terms
- Audit & Buyer Acceptance Requirements
- Change Order & Variation Protocol
- Data Privacy & Security Addendum
- Employee Transition & Retention Commitments
- Termination & Remedies Agreement
- Day One Readiness & Acceptance Checklist
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Deployment
Schedule and execute separation tasks with owners, sequencing, risk controls, cutover plans, and Day One validation checkpoints.
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Success
Confirm Day One operational readiness, buyer/auditor acceptance of carve-out financials, capture lessons learned, and track open issues for remediation.
Success Reviews
- Day One Operational Readiness Walkthrough
- Buyer & Auditor Acceptance Review — Carve‑out Financials
- Cutover Execution & Day One Validation Checkpoint
- Open Issues & Remediation Prioritization
- Lessons Learned, Handover & Continuous Improvement
Issues & Enhancements
- Ensure critical audit/regulatory and Day One risks are assigned P1 status and have immediate remediation plans.
- Operations lead to produce validated Day One playbook including customer support scripts and escalation matrix.
- Schedule follow‑up readiness checkpoint one business day before cutover.
- Opening & Pre‑work Confirmation
- Obtain explicit buyer/auditor acceptance or a prioritized item list required to reach acceptance.
- Ensure each outstanding financial/audit item has an owner, due date and acceptance criteria.
- Reduce valuation and closing risk by agreeing on remedial actions and evidence required.
- Schedule a formal sign‑off checkpoint and define record retention for audit evidence.
- Accounting lead to deliver final reconciliations and journal support for material adjustments by [date].
- Audit liaison to confirm whether submitted evidence satisfies closing checklist or to list precise remaining requirements.
- Prepare a signed acceptance memo template for buyer/auditor signature once outstanding items are closed.
- Schedule follow‑up acceptance call within 72 hours of evidence submission.
- Meeting Objectives & Pre‑Cutover Status
- Confirm a finalized, sequenced cutover plan with named owners and escalation points.
- Agree explicit pass/fail validation criteria and contingency steps for each critical checkpoint.
- Ensure communications plan keeps buyer and auditors informed per agreed cadence.
- Cutover lead to publish final hour‑by‑hour runbook and distribute to all owners 24 hours before cutover.
- Operations to execute a final end‑to‑end smoke test and post results to the shared runbook.
- Communications lead to prepare buyer/auditor update templates and confirm delivery channels.
- Risk owner to confirm contingency resource availability and confirm rollback decision authority.
- Purpose & Triage Criteria
- Establish a prioritized remediation backlog with owners, SLAs and acceptance criteria for each issue.
- Welcome & Objectives
- Set a governance cadence and reporting format to ensure transparency and timely escalation.
- Issue owners to update issue tracker with remediation plan and target close date within 24 hours.
- Program manager to publish a weekly dashboard highlighting P1 items and unresolved buyer/auditor queries.
- Escalate any blocked P1 items to executive sponsor with proposed mitigation options.
- Meeting Objective & Scope
- Capture a prioritized set of actionable lessons and updates to runbooks/playbooks.
- Agree ownership and monitoring for any long‑tail TSA items or regulatory/audit follow‑ups.
- Produce a final closeout package that includes metrics, archived evidence and a lessons learned report.
- Program lead to draft the Lessons Learned report, including recommended template updates, and circulate within 7 days.
- Functional leads to update their respective playbooks and checklists per agreed actions and submit updated versions within 14 days.
- TSA owner to publish a long‑tail remediation tracker with owners, SLAs and monthly reporting cadence.
- Schedule a post‑close review with buyer to collect feedback and close any buyer‑raised improvement items.
- Achieve shared, single‑sentence articulation of current state, consequence, and future Day One state.
- Validate operational scenarios with evidence sufficient to map to buyer/auditor acceptance criteria.
- Assign remediation owners, deadlines and escalation routes for every gap identified.
- Agree on immediate next steps and the date for final Day One sign‑off.
- Owner to deliver final cutover runbook and pass the listed end‑to‑end test by [date].
- IT lead to provide system availability proof and user access confirmations for Day One systems within 48 hours.
- Current State (one‑sentence)
- Cutover Timeline & Critical Path
- Current State (one‑sentence)
- What Worked — Functional Highlights
- Review Top Open Issues (by severity)
- Owner Roster & Roles During Cutover
- Consequence of Unresolved Items
- What Didn’t Work — Root Causes
- Consequence Summary
- Categorize & Prioritize Backlog
- Future State (one‑sentence)
- Actionable Improvements & Playbook Updates
- Validation Checklist & Success Criteria
- Future State (one‑sentence)
- Owner Assignment & Acceptance Criteria
- Governance Cadence & Reporting
- Scenario Walkthroughs (Orders / Payroll / Billing)
- Line‑by‑Line Walkthrough (P&L / Balance Sheet / Adjustments)
- Communications & Stakeholder Notifications