M&A topic guide
Divestitures & carve-outs
Define what transfers, expose seller dependencies, and plan the path from Day 1 continuity to independent operations.
The decision to make
What business is being transferred, what must remain available temporarily, and what will separation cost each party?
Define what transfers and what stays
Use the Carve-Out Perimeter & TSA Planner to map the sale perimeter: entities, contracts, customers, people, assets, data, systems, intellectual property, and obligations. Trace a customer promise through the work required to fulfil it so a missing dependency becomes visible.
Keep three separation questions distinct
- Perimeter: what the buyer receives and what the seller retains.
- Cost: one-time separation costs, ongoing standalone costs, temporary-service charges, and stranded seller costs.
- Independence: the capabilities, consents, systems, and people required to end each temporary service.
A TSA needs a defined service, owner, service standard, price, duration, and exit test. Agree the path out while negotiating the service.
Connect separation to the transaction
Feed costs and dependencies into Capital Allocation & Deal Affordability Tool and LOI Economics & Risk Allocator. Carry continuity requirements into After the Deal: Keep the Business Working. Review the buyer and seller consequences separately; their costs and readiness conditions are rarely identical.
Transaction stages · All ten topics · Downloads
By Mike Ye · Updated September 10, 2026