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

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?


Jason C. Breen, Partner
Goodwin, Los Angeles

Mr. Breen represents startup and later-stage companies in the software, technology and life sciences industries throughout their corporate life cycle, with a particular focus on mergers, acquisitions, divestitures, financings and other strategic transactions. He also represents venture capital, growth equity and private equity funds focusing on technology and life sciences companies.

Charles J. Morton, Jr., Partner
Venable, Baltimore

Mr. Morton Co-Chairs the firm’s nationally prominent Corporate Practice Group. His practice focuses on the healthcare, technology, and consumer products industries. Mr. Morton assists lenders, investors, and entrepreneurs as they create, build, and buy or sell businesses. He regularly acts on behalf of private equity groups and banks. Mr. Morton is the past Chairman of the Global Board of Directors of the Association for Corporate Growth.

Rita-Anne O'Neill, Partner
Sullivan & Cromwell, Los Angeles

Ms. O’Neill has a broad-based practice that includes advising clients on mergers and acquisitions and securities offerings, and providing general corporate advice on disclosure and governance. She has advised clients in a wide range of industries, including apparel, financial institutions, healthcare and life sciences, semiconductors, telecommunications, and transportation. Ms. O’Neill is currently chairing a new ABA Deal Points Study on Carve-Out Transactions.


CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

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*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00

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AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

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Mergers and Acquisitions Law Advisory Board

Charles H. Baker



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Wachtell Lipton Rosen & Katz

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