You are divesting an entity, a subsidiary or a business line: systems, data, contracts and identities must be separated without interrupting the business. That is exactly what I run, from signing to TSA exit.
A carve-out separates an entity from its parent group ahead of a divestiture: extracting its systems, data, contracts and teams from a shared IT landscape, then making it autonomous.
Mapping the existing landscape, identifying dependencies, sequencing the workstreams: the separation plan is the program's single reference. It prices, schedules and arbitrates what leaves with the entity, what stays, and what transits through the TSA.
The Transitional Service Agreement lets the divested entity keep consuming the seller's IT services after closing. Negotiating its scope, monitoring service levels and driving its exit is where the real cost of the deal is decided.
The entity's first day under its new flag: identities working, email flowing, access in place, payroll running, customers served. Day 1 is not improvised; it is rehearsed, tested and secured, starting with identities.
Without a milestone-driven exit plan, the migration slips, the monthly invoice keeps coming, and autonomy drifts away. TSAs planned for 12 months have been known to last twice that.
A critical application still sitting on the seller's directory, a non-transferable supplier contract, an interface flow no one ever mapped: every scoping oversight costs a hundredfold on the first Monday morning.
If the divested entity is in NIS2 or DORA scope, or bound to ISO 27001, non-compliance becomes the buyer's problem on Day 1. Anticipating it in the separation plan always costs less than catching up.
A successful carve-out is a managed carve-out: measurable milestones, documented trade-offs, a board informed before the surprises.
Before signing whenever possible: mapping the systems, contracts and risks of the entity to be divested. What should have weighed on the price must not be discovered after closing.
Scope defined workstream by workstream: Active Directory and identities, email and Microsoft 365, business applications, data, infrastructure, contracts. Every transitional service in the TSA gets an exit date and an owner.
Weekly governance, a single dashboard, Day 1 rehearsals, sequenced migration waves, including Microsoft 365 tenant-to-tenant migration and directory separation, with no service interruption.
Winding down transitional services, full documentation, knowledge transfer to the entity's teams. The program ends when autonomy is real, not when the budget is spent.
From 6 to 24 months depending on scope: number of users, applications and countries, degree of entanglement with the seller's group, and the negotiated TSA duration. The separation plan sets the trajectory from the scoping phase, with measurable milestones: Day 1, migration waves, TSA exit.
The Transitional Service Agreement is the contract under which the seller keeps providing IT services to the divested entity after closing, against monthly fees. Every extra month of TSA increases the cost of the deal and delays the entity's autonomy. Driving TSA exit is one of the central roles of the carve-out program director.
Ideally before signing, at the IT due diligence stage: that is where dependencies, non-transferable contracts and cyber risks that should weigh on the price are detected. At the latest at closing, to prepare Day 1 within a controlled timeframe.
It is built into the program as a full workstream: hardening the new environment, managing identities and privileges throughout the transition, and NIS2, DORA or ISO 27001 compliance when the entity is in scope. A carve-out is a prime exposure window for attackers.
One 30-minute call and you know what's feasible, in what timeframe and under what conditions.
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