The anatomy of a clean carve-out.

A carve-out is not an acquisition with extra steps. It is the construction of a company that has never existed, assembled from assets, contracts and people that currently answer to someone else. Deals stall when the buyer prices the business and forgets to price the construction.

Separation logic comes first: which contracts transfer, which need consent, which cannot move at all, and what the business looks like without the ones that cannot. Shared supplier agreements and group-level licences are the usual casualties, and the replacement cost is rarely in the model.

The transitional services agreement is where the value leaks. A TSA that is too short leaves the buyer stranded; one that is too long lets the seller charge for services the buyer is trying to exit. The negotiation should be about exit triggers and service-level commitments, not just duration and price.

Finally, people. Key employees in a carve-out are frequently employed by an entity that is not being sold, on terms that reference group-wide benefits. Identifying them early, and agreeing retention before the announcement rather than after it, is the single highest-return item of carve-out diligence.