A complex carve-out required parallel separation and integration without disrupting business continuity.
In a high-stakes transaction, we supported both buyer and seller in a carve-out and subsequent integration of a consulting business. Approximately 300 employees transitioned - equivalent in size to the acquiring organization’s existing workforce.
The assignment required separate advisory teams, full confidentiality, and the ability to drive both separation and integration in parallel—ensuring business continuity while laying the foundation for a new structure and culture.
What we did
We operated with two independent teams, advising both parties throughout the transaction. The work spanned the full lifecycle—from due diligence and transaction structuring to operational separation and post-close integration.
Given that employee transfer was voluntary, the transaction was conditional upon reaching a minimum acceptance rate. This placed significant emphasis on trust-building communication, structured planning, and leadership alignment—while managing closing during peak vacation season.
Our responsibilities included:
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Leading the Transition Management Office (TMO)
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Coordinating decision-making forums and driving executive alignment
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Supporting TSA and SPA negotiations, including People-related clauses
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Conducting HR due diligence and risk assessments
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Owning and coordinating multiple workstreams
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Providing strategic and operational HR advisory
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Analyzing benefits, employment terms, and People processes
Separation and integration were managed simultaneously, ensuring that the carved-out entity could operate independently from day one, while being structurally and culturally prepared to integrate into the new organization.
Business Value
The success of the transaction was built on clarity, pace, and credibility.
Through senior leadership, structured governance, and deep industry understanding, we created momentum and stability on both sides of the deal—while maintaining professionalism and strict integrity.
The outcome was:
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A stable and controlled employee transition
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Transaction conditions successfully fulfilled
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A stand-alone organization operational at closing
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A People & Culture function prepared for continued growth and transformation
Business Impact
The transaction was executed without business disruption, despite structural complexity and timing constraints.
Both buyer and seller were equipped with the structures, processes, and leadership alignment required to move forward—transforming a sensitive carve-out into a platform for sustainable growth.
