Certified M&A Separation Associate
(Carve Out)

After discussing complexity driver of a Carve Out, Module 1 gives an overview of the major phase and the key tasks in a Carve Out process. Module 1 also discusses the impact of the M&A process on the nature and the timing of key tasks in a Carve Out process. Further, Module 1 describes how teams of experts need to work together during a Carve Out project.

Carve Out context

• Complexity driver

Carve Out process

• Major phases
• Blueprinting Phase
• Preparation Phase
• Execution Phase

Carve Out process and divestment approach

• Pre-Due Diligence
• Due Diligence
• Post-Due Diligence

Carve Out project organization

• Teams of experts
• Project Management
• Steering Committee
• Workout

Lesson learned

Self Check

After describing the typical emotional reaction of employees who are part of a Carve Out, Module 2 presents communication measures to sustain organizational morale and productivity during a Carve Out process. Module 2 also presents approaches to identify, retain and motivate key people as well as to align key people’s interests with the overall objectives of a Carve Out.

The individual‘s perspective

• Feelings of uncertainty
• Change path
• Workout
• Case
• Expert statement

Communication

• Communication needs
• Communication limitations
• Communication measures
• Workout

Key people

• Carve Out’s key people
• RemainCo’s key people
• Workout
• Case
• Expert statement
• Key people’s interests

Incentives

• Monetary rewards
• Opportunities w/in the Carve Out
• Recognition experiences
• Excursus

Lesson learned

Self Check

After detailing how to determine the scope of a Carve Out, Module 3 describes how to develop the target operating model of a Carve Out. Further, Module 3 discusses lead time requirements to ensure a timely Day 1 as well as the role of Transitional Services to ensure the business continuity of a Carve Out. Module 3 also discusses separation costs and dissynergies that need to be considered when carving out assets or businesses.

Scope

• Scoping guidelines
• Continuing Services
• Case
• Expert statement
• Workout

Target operating model

• Processes
• People
• Platforms
• Fit-for-purpose TOM
• Case
• Expert statement
• Workout

Separation plan

• Lead time requirements
• Example: IT separation
• Case
• Expert statement
• Workout

Transitional Services

• Transitional Service Agreement
• Delivery model
• Case
• Expert statement
• Workout

Separation costs and dissynergies

• Separation costs
• Stranded costs
• Dissynergies

Lesson learned

Self Check