Carve-outs and asset sales
Sell part of the business.
Keep the rest protected.
Carve-outs live or die on clarity about what's in and what's out. Define the perimeter up front, keep the retained business out of every document, and release contracts and consents only when a buyer has earned them.
What's different
The questions a carve-out
has to answer.
- Transaction perimeter
- What's in and out, stated in the first stage so every later conversation starts from the same scope.
- Carved-out IP and licences
- What stays behind and any licences between the parties, released at confirmatory diligence.
- Assignment and consents
- Which contracts need consent to transfer, with a plan ranked by revenue and difficulty.
- Transitional services
- What the seller will keep providing, and for how long.
Protect what stays
Keep the retained business
out of every document.
Add the retained business's names, customers and codenames as banned terms. Any document that mentions them can't be published until it's fixed.
Keep exploring
Carve-out checklistA sale checklist for selling part of a business, with the perimeter, retained IP and transitional services items carve-outs need.Company sale (M&A)Run a sell-side process with identical facts and a clean audit trail.Security and controlWatermarks, expiring links, banned terms and fail-closed defaults.