Carve-Out Transactions: Strategies for Due Diligence and Structuring the Deal

Recording of a 90-minute CLE webinar with Q&A

Conducted on Wednesday, June 28, 2017

Recorded event now available

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Program Materials

This CLE webinar will provide deal counsel with a review of considerations specific to carve-out deals, whether a business division is being sold to a third party via an asset sale, stock sale, or a combination of the two. The panel will discuss best practices for conducting due diligence and structuring the deal.


According to Global M&A/Thomson, carve-out transactions currently comprise about 10% of global M&A activity. Carve-outs are a complex business strategy involving legal, financial, tax and HR considerations atypical of M&A deals involving the sale of an entire business.

During due diligence, deal counsel must determine how to ensure that the assets that are responsible for the financial performance of an integrated business division can be transferred to produce the same financial performance when separated from a corporation’s other business divisions.

When structuring the transaction, counsel must decide how to deal with the target company’s employees, intellectual property rights, and the assignment of contract rights and assets.

Listen as our authoritative panel explains strategies to implement and pitfalls to avoid with carve-out transactions and provides best practices for conducting due diligence and structuring the transaction in a way that benefits and protects both parties.



  1. Latest trends in carve-out transactions
  2. Unique legal and business considerations for carve-out transactions
  3. Due diligence best practices
  4. Best practices for structuring the transaction
  5. Dealing with employee issues


The panel will review these and other key issues:

  • What are the unique business and legal considerations for deal counsel handling carve-out transactions?
  • What deal terms are critical to protecting the legal and financial interests of both parties?


Breen, Jason
Jason C. Breen


Mr. Breen represents startup and later-stage companies in the software, technology and life sciences industries...  |  Read More

Charles J. Morton, Jr.
Charles J. Morton, Jr.


Mr. Morton Co-Chairs the firm’s nationally prominent Corporate Practice Group. His practice focuses on the...  |  Read More

Rita-Anne O'Neill
Rita-Anne O'Neill

Sullivan & Cromwell

Ms. O’Neill has a broad-based practice that includes advising clients on mergers and acquisitions and securities...  |  Read More

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