A carve-out in the M&A context is a partial sale of a business unit from a company. It is different from a straightforward M&A in that it is more complex with many more issues involved.

With the rise of activist investors and the search for bigger returns, the pressure on businesses to focus on key products or jurisdictions has grown. Consequently, many transformational M&A transactions are being undertaken by large corporates and there is increased attention from management – and antitrust regulators – to ensure acquired assets have a strategic fit. This frequently results in non-core products or geographies – or in the case of mandated divestments by antitrust authorities, overlapping products – to be sold. Such sales are attractive to private equity purchasers, adding another layer of complexity and competitiveness to be managed.

Structuring and managing these carve-out transactions is complex and this book focuses not only on the key differences in negotiating and drafting transaction documents, the impact on counsel procedures and other legal risks to be managed, it also looks at related regulatory and reputational risks.

This practical guide, edited by Robbie McLaren at Latham & Watkins, features contributions by specialists on subjects linked to the structuring and execution of carve-out transactions and provides an invaluable insight into the legal, regulatory and practical elements in play. Topics include documentary provisions, IP transfers, transitional services, employment risks, antitrust concerns and financing acquisitions.

Whether you are a lawyer in practice or in-house, this commercially focused new title provides a comprehensive analysis of carve-out M&A transactions.

An insightful and practical guide to complex M&A carve-out transactions. A great read for principals, advisors and in-house lawyers
Gaute S. Gravir
Attorney-at-law, Telenor Group

An insightful read from leading experts. Contains some great tips to ensure your carve-out is a success,
Rachel Canham
BT Group plc Company Secretary & General Counsel Governance

For those involved professionally in the intricacies of this specific area of law, this book is an essential reference.
Elizabeth Robson Taylor and Philip Taylor MBE

The book is a masterpiece for teaching purposes as well as for practitioners; it provides an important and provocative contribution to mergers and acquisitions law, and scholars and lawyers in the field should save a place for it on their shelves.
Daniele D’Alvia

Edward Barnett
Partner, Latham & Watkins
[email protected]

Edward Barnett is a partner in the Corporate Department of the London office of Latham & Watkins, co-chair of the firm’s Global Mergers & Acquisitions practice and former co-chair of the firm’s Global Public Company Representation practice. Mr Barnett’s practice spans a variety of cross-border mergers and acquisitions and corporate finance transactions, including public takeovers, takeover defence, joint ventures, and private company and business acquisitions and divestments, with a particular focus in the consumer, technology, pharmaceuticals, entertainment, media and sports sectors.
His practice also focuses on company representation work, including advising on a range of corporate governance matters.

Gregory Bonné
Associate, Latham & Watkins
[email protected]
Greg Bonné is an associate at Latham & Watkins and a member of the global Antitrust and Competition team based in London, practising UK and EU competition law.
Prior to joining Latham & Watkins, Mr Bonné worked as assistant director of mergers at the UK Competition and Markets Authority (CMA). During this period, he coordinated over 100 Phase I merger investigations for the CMA and was an active member of the Mergers Intelligence Committee. Mr Bonné also acted as a project director and he led a Phase 2 merger investigation. In addition to merger control work, he has worked on cartel investigations, UK market investigations, judicial review proceedings before the Competition Appeal Tribunal and on price control appeals in regulated sectors.
Prior to his time at the CMA, Mr Bonné worked in private practice at a global law firm in London and in Brussels.

Jennifer Cadet
Associate, Latham & Watkins
[email protected]

Jennifer Cadet is an associate in the London office of Latham & Watkins and a member of the firm’s Corporate Department. Ms Cadet’s trans actional practice includes representation of public and private companies in mergers, acquisitions and divestitures. She also advises companies and underwriters in connection with public offerings and general corporate governance.
In addition to her legal practice, Ms Cadet is a local leader of Latham & Watkins’ Black Lawyers Group and has served on the firm’s Recruiting Committee.

Terry Charalambous
Associate, Latham & Watkins
[email protected]

Terry Charalambous is an associate in the Corporate Department of the London office of Latham & Watkins, having qualified in 2014. Mr Charalambous’ practice focuses on mergers and acquisitions, private equity (PE) and general corporate matters. He has experience in various industries, including healthcare, consumer products, leisure and technology, and has advised both corporates and PE firms on a range of transactions.

Nick Cline
Partner, Latham & Watkins
[email protected]

Nick Cline is a partner and co- chair of the Corporate Department in the London Office of Latham & Watkins. Mr Cline is a mergers and acquisitions (M&A) lawyer with more than 20 years of experience focusing on UK and international, cross-border M&A, private equity investments and joint ventures.
He has represented, among others, Qatar Investment Authority, Thomas Cook Group plc, VEON, Emerson Electric Co, Aon plc, Mattel Inc, Yahoo! Inc, Virgin Media Inc, ACCO Brands, Global Infrastructure Partners and Human Rights Watch.
Clients describe Mr Cline as “very pragmatic, responsive and easy to deal with” ( Chambers UK, 2018).

Gail Crawford
Partner, Latham & Watkins
[email protected]

Gail Crawford is a partner in the London office of Latham & Watkins, chair of the Data Privacy Committee and co- chair of the Technology Transactions Group. Ms Crawford advises clients – from start-ups to multinationals, across all industries – on technology, intellectual property and commercial law. She has experience advising on the technology and data aspects of complex commercial arrangements often driven by mergers and acquisitions and other corporate activity, including carve-out transactions in transitional services agreements, joint ventures, procurement and outsourcing. Ms Crawford has particular expertise in data privacy and protection matters. Ms Crawford is recommended in The Legal 500 UK 2019 for commercial contracts, IT and telecoms and listed as a “leading individual” in data protection privacy and cybersecurity. Commentators report that she is “a very thoughtful and friendly person” who is “accommodating from a time perspective, and she can get clients what they need, when they need it” ( Chambers UK , 2019).

Emily Cridland
Associate, Latham & Watkins
[email protected]

Emily Cridland is an associate in the London office of Latham & Watkins and a member of the firm’s Corporate Department. Ms Cridland’s practice focuses on cross-border mergers and acquisitions for strategic corporate and private equity clients, joint ventures, reorganisations and general corporate matters. She trained in the London and Singapore offices of Latham & Watkins, qualifying in 2012.
Ms Cridland has previously spent time working in-house on secondment to IHS Markit and has recently served on the firm’s Associates Committee.

Catherine Drinnan
Partner, Latham & Watkins
[email protected]

Catherine Drinnan is a partner in the London office of Latham & Watkins. Ms Drinnan’s practice focuses on employment law, pensions law and the human resources and pensions aspects of corporate and finance deals, and has particular expertise in advising on transfers of undertakings, carve-outs and cross-border acquisitions. Ms Drinnan advises on the full spectrum of employment and pensions issues including: TUPE, works council, trade union issues, executive and employee compensation, hiring and termination issues, UK Pensions Regulator clearance applications and pension plan de-risking.
Clients praise her “helpful professionalism” on substantial corporate transactions.

Moeiz Farhan
Associate, Gibson, Dunn & Crutcher
[email protected]

Moeiz Farhan is an associate in the London office of Gibson, Dunn & Crutcher specialising in complex commercial litigation and international arbitration. Mr Farhan also acts as an advocate, having appeared as both sole and junior counsel in the English courts on a number of occasions.
Mr Farhan is qualified as a barrister, having been called to the Bar of England and Wales in 2014 by Lincoln’s Inn. Before he was called to the Bar, Mr Farhan spent a year working as part of the Commercial and Common Law team at the Law Commission of England and Wales, and as a visiting tutor at King’s College London.

Edward Heaton
In-house mergers and acquisitions
lawyer, BT
[email protected]

Edward (Edd) Heaton is an experienced mergers and acquisitions (M&A) lawyer with a long track record of a wide variety of M&A. Mr Heaton gained this experience in private practice at Olswang (now CMS) and lately in an in-house M&A role at BT.
Mr Heaton has led the Corporate Transactions team at BT since 2018. Inherent in working in a large corporate like BT is dealing with complex carve-out issues, separating businesses from the connections that they have to group functions and resources. This, together with past experience in private practice, has given Mr Heaton experience dealing with the complexities that these issues can present to the smooth execution of successful M&A.

Claire Keast-Butler
Partner, Cooley
[email protected]

Claire Keast-Butler is a partner at Cooley specialising in equity capital markets transactions and public company representation.
Ms Keast-Butler has considerable experience representing issuers, investment banks and investors on initial public offerings and secondary offerings. In particular, she advises listed companies on a range of corporate and securities matters and corporate governance.

Deborah Kirk
Partner, Latham & Watkins
[email protected]

Deborah Kirk is a partner in the Corporate Department of the London office of Latham & Watkins. Ms Kirk specialises in the operational aspects of carve-out transactions, including the intellectual property, information technology and data aspects of these deals. She guides clients through the process of carve-out deals, including preparatory steps on the sale side, diligence on the buy side and putting in place post-completion transitional and long-term arrangements (including licences and supply arrangements) to achieve full separation.
Ms Kirk has acted for numerous buyers and sellers, across a variety of industries including finance, pharma and medical devices, consumer goods, chemicals and the travel industry.

James Leslie
Associate, Latham & Watkins
[email protected]

James Leslie is an associate in the Tax Department of the London office of Latham & Watkins. Mr Leslie is a transactional and advisory lawyer who focuses on the direct and indirect tax aspects of national and international transactions.
He advises on the tax aspects of a wide range of matters including banking, structured finance, capital markets issues, project finance, investment funds, mergers and acquisitions and corporate reorganisations.

Beatrice Lo
Senior associate, Latham & Watkins
[email protected]

Beatrice Lo is a senior associate in the Corporate Department of the London office of Latham & Watkins. Ms Lo’s practice covers a range of corporate and commercial matters, including mergers and acquisitions, carve-outs, joint ventures, reorganisations and general corporate advice.
Ms Lo has particular expertise in the energy, financial services and insurance sectors.

Karl Mah
Partner, Latham & Watkins
[email protected]

Karl Mah is a partner in the Tax Department of the London office of Latham & Watkins. Mr Mah acts for a broad range of corporate and financial clients, and his practice area focuses on international and corporate tax matters. He has particular expertise in advising on the tax aspects of mergers and acquisitions and private equity deals, capital markets offerings and finance transactions.

Neil McFerran
Director, AlixPartners
[email protected]

Dr Neil McFerran is currently the UK lead of the AlixPartners Private Equity (PE) practice. Neil is an experienced operations and transactions professional with strong delivery experience in complex assignments including business unit carve-outs, operational due diligence, post-merger integration and rapid post-deal value creation.
He has a broad range of mergers and acquisitions and corporate finance experience, having worked with PE and corporate clients in a range of highprofile cross-border deals with complex carve-out requirements.
Neil has deep experience in the specialty chemicals space and most notably has advised a private equity client on the acquisition of a c. $5bn revenue asset separated from a chemicals major with operational and carve-out due diligence. Neil holds a PhD in mechanical engineering from Queen’s University Belfast and an MBA from Cass Business School in London.

Robbie McLaren
Partner, Latham & Watkins
[email protected]

Robbie McLaren is a partner in the London office of Latham & Watkins and co- chair of the London Corporate Group. Mr McLaren specialises in crossborder private mergers and acquisitions (M&A) transactions for corporates and private equity, with a particular focus on clients who operate in the life sciences/ healthcare and telecommunications, media and technology (TMT) sectors. He was recognised by The Legal 500 in 2018 for his work in M&A: Upper Mid-Market and Premium Deals in 2018 with clients noting that he is a “pharmaceuticals sector expert”. Mr McLaren has advised on a number of significant carve-out M&A transactions, in particular those in highly regulated industries including: Allergan on the $40.5bn disposal of their global generics business to Teva; Actavis on the disposal of its Western European generics and OTC business to Aurobindo; Telenor on the € 2.8bn disposal of its CEE mobile business to the PPF Group; Norsk Hydro on its $5bn acquisition of the aluminium business of Vale; and Theramex on its acquisition of the international women’s health business from Teva. Mr McLaren has contributed a number of chapters to books on M&A and has also authored a number of articles on M&A trends and the impact of new regulations on M&A.

Anna Ngo
Associate, Latham & Watkins
[email protected]

Anna Ngo is an English law qualified associate specialising in international capital market transactions, representing issuers, investment banks and investors on primary and secondary equity capital market transactions and general corporate matters. Ms Ngo regularly advises listed companies on corporate and securities law matters and corporate governance. She also has experience in both public and private mergers and acquisitions transactions. In particular, Ms Ngo advised TI Fluid Systems plc on its £ 1.3 bn initial public offering on the London Stock Exchange and Applus Services SA and The Carlyle Group on the € 1.2 bn initial public offering of Applus and its admission to the Spanish Stock Exchange. She has considerable experience advising on the corporate and capital markets aspects of complex cross-border transactions including FMC Technologies Inc, the subsea oil services group, on its US$17bn merger with Technip SA on the New York Stock Exchange and Euronext Paris, and the dual listing of LivaNova plc on the London Stock Exchange and Nasdaq on the closing of the merger between Cyberonics Inc and Sorin SpA.

Farah O’Brien
Partner, Latham & Watkins
farah.o'[email protected]

Farah O’Brien is a partner in the London office of Latham & Watkins. Ms O’Brien specialises in cross-border private mergers and acquisitions (M&A) transactions for both private equity and strategic clients. She has experience across all aspects of corporate transactions, including in particular carve-outs, leveraged acquisitions and joint ventures.
She was recently featured in Legal Week ’s 2018 Rising Stars in Private Equity and commended for her “depth of experience advising on some of the market’s most significant transactions”.
Ms O’Brien has advised on many carve-out M&A transactions. Her experience includes advising Norsk Hydro on the acquisition of an aluminium smelter and two metal supplying companies from Rio Tinto, the sale of Thomas Cook Airlines Belgium (TCAB), a Belgium- based leisure airline, to Brussels Airlines, a subsidiary of Lufthansa as well as the acquisition by Onex of SIG Combibloc Group from the Reynolds Group.

Sean O’Flynn
Director, AlixPartners
[email protected]

Sean O’Flynn is an experienced transactions professional with more than 15 years’ industry and advisory experience in the deal environment with a focus on automotive, industrial and consumer products across all stages of the deal lifecycle.
Prior to joining AlixPartners, Mr O’Flynn led engagements for both multinational corporate and private equity clients in carve-out, post-deal cost restructuring, performance improvement and integrations, as well as pre-deal due diligence and carve-outs.
He started his career in financial services working for both Barclays International and Deutsche Bank.

Jonathan Parker
Partner, Latham & Watkins
[email protected]

Jonathan Parker is a partner in the Antitrust & Competition practice in the London office of Latham & Watkins. Mr Parker’s practice focuses on European and UK competition law and he has considerable experience in merger control matters.
With nearly 20 years of experience in government and private practice, Mr Parker advises clients on a wide range of competition issues, including mergers and acquisitions, market studies, cartels/ restrictive agreements and abuse of dominance cases before the European Commission and the UK Competition and Markets Authority (CMA), as well as in relation to appeals to the UK Competition Appeal Tribunal and the EU General Court.
Prior to joining Latham & Watkins, Mr Parker worked as director of mergers at the CMA.

Katie Peek
Associate, Latham & Watkins
[email protected]

Katie Peek is an associate in the UK Corporate Department of the London office of Latham & Watkins, having trained in the firm’s London and Singapore offices.
Her practice is focused on private equity, mergers and acquisitions, joint ventures, corporate restructurings and general corporate matters.

Niall Quinn
Associate, Latham & Watkins
[email protected]

Niall Quinn is an associate in the UK Corporate Department in the London office of Latham & Watkins. His practice focuses on private equity, mergers and acquisitions and general corporate matters.

Scott Shean
Partner, Latham & Watkins
[email protected]

Scott Shean serves as primary outside counsel to several public and private companies in various industries, including healthcare, technology and real estate. Mr Shean’s practice focuses on mergers and acquisitions (M&A), corporate governance and capital markets, and he has led the firm’s representation on numerous high profile and complex transactions.
Mr Shean is the Orange County Corporate Department chair and a global co- chair of Latham’s Healthcare and Life Sciences practice. He formerly served as the managing partner of the Orange County office from 2007 to 2014. Mr Shean has experience in M&A and capital markets transactions, representing both companies and investment banks.
He also provides corporate governance advice to several companies for which he serves as primary outside counsel.

Frances Stocks Allen
Associate, Latham & Watkins
[email protected]

Frances Stocks Allen is a senior associate in the London office of Latham & Watkins. Ms Stocks Allen sits in the Technology Transactions Group and advises clients on intellectual property, commercial law and privacy matters for clients of all sizes and across all industries but with a particular focus on clients in the life sciences industry.
Ms Stocks Allen has experience advising on the short-and longer- term separation, transition, licensing and complex commercial arrangements resulting from mergers and acquisitions and strategic corporate activity, including a particular specialism in complex carve-outs.

Jeffrey Sullivan
Partner, Gibson, Dunn & Crutcher
[email protected]

Jeffrey Sullivan is a partner in the London office of Gibson, Dunn & Crutcher. Mr Sullivan is a member of the firm’s International Arbitration Group. His practice has a particular focus on disputes arising in the energy, extractive industries and infrastructure sectors. His experience includes handling postmergers and acquisitions disputes as well as those arising out of long- term supply agreements, offtake agreements, concession agreements, production sharing and operating agreements, and joint venture agreements. He also has extensive experience acting for clients in the renewable energy sector, including advising numerous private equity, infrastructure and green energy funds.
Mr Sullivan is a dual-qualified lawyer, admitted to practice in Washington DC and England and Wales.

Huw Thomas
Partner, Latham & Watkins
[email protected]

Huw Thomas is a partner in the London office of Latham & Watkins. His practice is focused on cross-border mergers and acquisitions, joint ventures, corporate restructurings and general corporate matters across the investment lifecycle for private equity sponsors and their portfolio companies, as well as for strategic clients.
Mr Thomas has experience across a broad range of sectors (including energy and financial services) and has advised on a number of complex carveout transactions, including multiple regulator- mandated disposals. He has previously spent time on secondment to BP and Deutsche Bank, has contributed chapters to Private Equity: A Transactional Analysis and Global Investment Funds: A Practical Guide to Structuring, Raising and Managing Funds and has authored numerous articles on key M&A trends and developments.

Mark Veldon
Managing director, AlixPartners
[email protected]

Mark Veldon leads AlixPartners’ Private Equity (PE) practice in EMEA, where he works extensively in guiding companies through mergers and acquisitions transactions, and operational transformations.
Mr Veldon has two decades of experience in advising PE and corporate clients in due diligence, post-merger integration and carve-out, restructuring and operational performance improvement in manufacturing, procurement, and selling, general and administrative expenses (SG&A), along with undertaking interim management roles. He has a particular focus on large crossborder companies and has extensive experience across a range of sectors such as pharmaceutics, oil and gas, consumer goods and industrial products.
Mr Veldon holds a master’s degree from Princeton University and degrees in business studies and operations management from Aberdeen University.

Julia Windsor
Consultant, AlixPartners
[email protected]

Julia Windsor has worked with privateequity firms, investment funds and pension boards for the last 12 years. She has primarily undertaken due diligence on target companies and assets, assisted with the financing of acquisitions and project finance for greenfield and brownfield developments and advised on the post-merger process, including organisational design and value creation.
Before joining AlixPartners, Ms Windsor worked as a finance lawyer at international law firms gaining experience across the real estate, infrastructure and resources sectors in Australia before moving to London to gain leverage finance experience in the telecommunications and energy sectors.
Ms Windsor holds an MBA from the University of Oxford’s Sa ï d Business School and has degrees in law and economics from Murdoch University in Australia.