Articles

As companies reassess their portfolios and focus on their core businesses, corporate carve-outs are becoming an increasingly prominent feature of the M&A landscape. But separating a business from a larger corporate group presents a very different set of challenges from selling a standalone company, and as carve-outs become more complex, information readiness is emerging as a critical determinant of transaction value, timetable and execution risk.

By Tim Gilkison, Business Development Manager

Corporate carve-outs are nothing new. We are, however seeing them more often. Indeed, KPMG has described 2026 as the ‘Year of the Carve-Out’, with corporates looking to simplify their businesses, release capital and focus management attention on their core activities. Its research points to significant carve-out activity across Europe.

The attraction is understandable. A business that sits within a larger group may have strong underlying value but be obscured by the complexity of the wider organisation. Separating it can allow both seller and buyer to focus more clearly on the assets, opportunities and risks associated with the business itself.

But a carve-out is rarely as simple as taking a business out of one company and putting it into another.

More than an M&A transaction

In a conventional acquisition of a standalone company, the buyer is generally acquiring an established business with its own systems, people, contracts, processes and financial information.

A carve-out can be very different.

The business being sold may share finance systems, IT infrastructure, employees, intellectual property, property, suppliers, contracts and other services with the parent company. Its financial information may not historically have been reported on a standalone basis.

As a result, the transaction involves two processes running alongside one another:

• the transaction itself, and
• the separation of the business.

That creates additional questions for both sides:

• What exactly belongs within the transaction perimeter?
• Which contracts, employees and assets transfer?
• Which systems and data need to be separated?
• What services will the seller need to continue providing after completion?
• And, importantly, how can all of this be presented clearly enough for potential buyers and their advisers to assess the opportunity?

ICAEW’s (The Institute of Chartered Accountants in England and Wales) guidance on sell-side carve-outs highlights the need to disentangle operational, financial, legal and technological interdependencies between the target and the seller. These complexities can introduce execution risk, extend timelines and increase costs.

Recent transactions demonstrate the scale and complexity involved. Unilever’s demerger of its global ice-cream business, completed in December 2025, created The Magnum Ice Cream Company as a standalone business listed in Amsterdam, London and New York. The separation involved operational carve-out and stand-up work, financial carve-out of accounts, as well as tax, structuring, capital-markets and legal support (PwC stated no less than 300 of their professionals were involved one way or another). More recently, Reckitt agreed the £3.5bn sale of its Essential Home business to Advent International.

The information challenge

Information sits at the centre of almost every stage of a carve-out.

The seller needs to establish the precise perimeter of the business and assemble the information required for potential buyers. Financial information may need to be reconstructed or presented on a standalone basis. Contracts and other documentation need to be identified and reviewed, while operational and technology dependencies need to be understood.

At the same time, legal, financial, tax, commercial and operational advisers all need access to the information relevant to their workstreams.

This can quickly result in a large volume of sensitive information being shared between the seller, potential buyers and multiple external advisers.

The challenge is therefore not simply having the information. It is making sure that the right people can access the right information at the right time, with appropriate controls and a clear record of what has been shared and by whom.

Preparing before the deal is announced

One of the recurring themes in carve-out advice is the importance of early preparation.

A seller that waits until a transaction is underway to understand its own separation perimeter may find itself trying to answer fundamental questions under considerable time pressure.

By contrast, establishing the information required for a potential transaction in advance can make the subsequent process more manageable.

This might involve:

• defining the proposed perimeter of the business;
• identifying shared systems, contracts and resources;
• organising historical financial and operational information;
• identifying information likely to be required for due diligence;
• considering what different groups of advisers and bidders will need; and
• establishing appropriate access controls.

In some cases, the business may benefit from maintaining a secure, structured repository of relevant information well before a formal sale process begins.

This can be particularly valuable where a company is actively reviewing its portfolio and expects that one or more disposals may take place.

Managing information through the transaction

Once a carve-out enters a formal transaction process, the volume and sensitivity of information can increase significantly.

Potential buyers may require access to financial, commercial, legal, tax, HR, operational and technical information. Different advisers may require different levels of access, while particularly sensitive information may need to be restricted to specific individuals or groups.

A well-managed virtual data room can provide the controlled environment required for this process.

It can also provide an important audit trail, giving transaction teams visibility of who has accessed information, when it was accessed and what activity has taken place.

The data room is therefore not simply a place to store documents. Properly configured, it becomes part of the transaction’s information infrastructure.

The documentation doesn’t stop at the data room

There is another aspect of carve-outs that can receive less attention: the volume of formal documentation generated by the transaction.

Depending on the circumstances, this may include:

• shareholder documentation;
• circulars and notices;
• transaction and management presentations;
• financial information;
• legal and regulatory documentation;
• employee and stakeholder communications; and
• documentation required to support completion and separation.

For listed companies in particular, a carve-out can therefore create a requirement for both secure information management and specialist financial-document production.

These activities are often handled by multiple providers, creating an additional need to coordinate timelines, versions and confidential information.

Preparing for a carve-out: five questions for corporate development teams

For companies considering a potential disposal or separation, asking a few practical questions early can help identify where the information challenge may lie.

1. Do we have a clearly defined transaction perimeter?
   Can the assets, contracts, employees, systems and liabilities associated with the business be identified clearly?
2. Is our financial information ready?
   Can we provide potential buyers with sufficiently detailed historical and standalone financial information, and can the underlying supporting documentation be readily accessed?
3. Where is the relevant information currently held?
   Is information spread across different systems, business units and individuals, and how easily could it be assembled into a structured due-diligence environment?
4. Who will need access to what?
   Have the likely advisers, bidders and internal teams been considered, and are there appropriate controls for sensitive or restricted information?
5. Are the transaction documents and communications accounted for?
   Beyond the data room, what shareholder, regulatory, financial and stakeholder documentation will need to be produced, reviewed and distributed – and who will coordinate that process?

These questions may seem straightforward, but addressing them early can help reduce pressure when a transaction moves into a formal process.

Bringing information and document production together

This is where Perivan can play a role.

We have decades of experience supporting companies, advisers and professional services firms with the design, typesetting, production and distribution of complex financial and corporate documentation, alongside secure digital document solutions.

For a carve-out or separation, Engage , Perivan’s virtual data room, provides a secure environment for managing the sensitive information involved in due diligence and transaction preparation, with granular permissions, activity tracking and an audit trail.

At the same time, Perivan’s financial-document specialists can support the production of the documents that sit alongside the transaction.

This brings together two closely connected requirements:

• the secure management of information, and
• the professional production of the documents that communicate it.

For businesses undertaking a complex separation, having these capabilities with one specialist provider can simplify coordination at a time when transaction teams are already managing multiple advisers, workstreams and deadlines.

Looking beyond the transaction

The successful completion of a carve-out is not simply about getting the deal done. It is about creating a business that can operate effectively after separation.

That means understanding the business perimeter, preparing the information required by potential buyers, managing sensitive data throughout the transaction and ensuring that the documentation supporting the process is accurate, controlled and professionally produced.

As carve-outs become a more prominent feature of corporate portfolio strategy, information management should be considered part of the separation strategy rather than an administrative task that follows it.

For sellers, buyers and their advisers, getting that infrastructure right early, even before a formal process begins, can help make a complex process more manageable, from initial preparation and due diligence through to the transaction’s completion and beyond.