M&A & investment
Separating a business or building a joint venture requires a workable operating model. We advise on corporate structures, shared services, governance and the contracts needed to operate independently or together.
Scope of our advice
Carve-outs require attention to personnel, IP, premises, IT systems and transitional services. Joint ventures need decision rules, funding obligations, competition safeguards, ownership of results and a credible exit mechanism.
What needs attention
Identify dependencies that cannot be removed on the closing date. Transitional arrangements should have defined services, pricing, duration and an achievable separation plan.
Separation and cooperation that work operationally
A carve-out requires a defined perimeter for assets, people, contracts and systems currently shared within a group. A joint venture requires an equally clear agreement about what each participant contributes and how the new business is controlled. We examine dependencies on parent companies, access to technology, services, customer relationships and funding. The commercial model should explain how the business will operate independently or through agreed support arrangements, including what happens if that support is withdrawn.
How the legal work is organised
The legal documents connect governance with operational commitments. Joint-venture decisions, reserved matters, conflicts, IP use and exit rights need to fit supply and service agreements between the venture and its owners. Carve-out documentation addresses transfers, consents and transitional services with clear migration milestones. Competition, employee, tax and regulatory workstreams may affect both structures. A separation or exit mechanism should be tested before launch, when the parties can still agree how assets, information and customers will be treated if cooperation ends.
Four practical examples
Illustrative scenarios explaining typical legal issues; these are not statements about specific client mandates.
Division carve-out
A sold division uses the seller’s IT and payroll systems. We define transitional services and the responsibilities for moving to independent systems.
Practical approach. The service schedule should identify responsible teams, dependencies and migration dates. A transitional arrangement is useful only if the separated business has a realistic plan and resources for replacing it.
Technology venture
Two companies combine research and market access. We allocate background IP, newly created rights and licensing after the venture ends.
Practical approach. Background technology and newly developed results need separate rules for ownership, licensing and improvements. Exit rights should address whether either party may continue using the technology after cooperation ends.
Joint-venture deadlock
Partners disagree on further investment. We review escalation, funding and exit provisions while protecting ongoing operations.
Practical approach. Deadlock procedures should distinguish essential operational decisions from strategic matters. Interim funding and continuity rules can prevent an ownership disagreement from immediately stopping the venture’s business.
Shared customers
Competitors propose a joint sales venture. We assess information exchange and competition constraints before agreeing the operating model.
Practical approach. Allocate customer contracts, leads, access rights and confidentiality obligations expressly. Continuing cooperation should have defined limits so that neither business depends on informal access to the other’s sales team or customer records.
Preparing the first discussion
Provide the proposed business perimeter, shared-service map, IP ownership, personnel allocation and expected contributions from each party. Identify systems that cannot be separated immediately and contracts dependent on a parent company. For a joint venture, set out the funding plan, decision rights and expected duration so that deadlock and exit provisions can be assessed commercially.
Related expertise
Buy or sell a business · Share deals · Asset deals
Discuss your business matter
Tell us which parties and countries are involved, what you want to achieve and whether a deadline is approaching. We will clarify the scope, the appropriate legal team and the fee arrangements before work begins.
Reference: German Limited Liability Companies Act. English translations of German legislation may lag behind the authoritative German text. Application depends on the facts and the relevant current law.