Legal capacity for carve-outs: workstreams, roles and timeline

Short answer: A carve-out creates legal work in seven workstreams: structure and corporate law, contracts, employment law, IP and licences, IT and data protection, transitional service agreements (TSAs), and permits and authorities. Contract inventory and contract transfer usually drive most of the effort. Legal capacity planning starts at project launch, peaks before signing and Day 1, and only ends when the TSAs expire.

This guide is for general counsel, heads of legal and project leads in Switzerland and Germany who are selling, separating or spinning off a business. It sets out the carve-out legal workstreams, a realistic timeline and how to staff the legal team.

The seven legal workstreams of a carve-out

A carve-out separates a business from a company or group so that it can be sold, run as a separate entity or listed. Unlike the purchase of an existing company, the target entity often does not exist yet: contracts, employees, rights and systems first have to be allocated and transferred.

Not every carve-out needs all seven workstreams in the same depth. Deciding early which ones are relevant stops tasks from falling between teams.

Timeline: from project launch to signing, Day 1 and TSA exit

Legal capacity in a carve-out follows a typical curve: it rises with the contract inventory, peaks before signing and Day 1, and does not drop to zero afterwards because TSAs and remaining transfers continue. Day 1 is the date from which the carved-out business operates as a legally separate unit.

1. Launch and planning: define workstreams, name owners, set up the issue register and data room, brief law firms.
2. Inventory: list contracts, entities, employees, IP, permits and systems and allocate them to the carved-out business.
3. Preparing signing: decide the transfer route, negotiate the purchase agreement and TSA, prepare disclosure, involve employee representatives.
4. Between signing and Day 1: obtain consents, incorporate and register entities, inform employees, transfer or re-paper contracts, work through the Day 1 checklist.
5. After Day 1: complete outstanding contract transfers, manage TSA services, plan the TSA exit.
6. TSA exit: end the last services, separate data and access, close remaining items in the issue register.

How long each phase takes depends on size, the number of countries and the transfer route. Plan legal capacity per phase rather than as one figure for the whole project.

Contract review and transfer: the biggest effort driver

Contract work is the largest legal effort in most carve-outs because each contract has to be allocated, reviewed and transferred individually. There is no standard number of affected contracts; it depends on the business model and can range from a few dozen to several thousand.

How to approach it

1. Inventory: capture all contracts relating to the carved-out business from contract management, procurement, sales and the business units.
2. Allocation: exclusive to the business, shared, or remaining with the group.
3. Checklist review: assignability, consent requirements, change-of-control clauses, termination rights, exclusivity, term.
4. Decision per contract: transfer, split, re-paper, continue via TSA or terminate.
5. Execution: consent letters, transfer agreements, tracking responses up to Day 1.

This work suits a small team with a clear split: a lead who sets the checklist and decides or escalates borderline cases, and several contract lawyers who review and chase consents. How to estimate volumes and build such a team is covered in the guide to clearing a contract review backlog.

Employment law, IP, IT and data protection

Employment law, IP, IT and data protection are the workstreams where national rules shape the process most. They need specialists early, working closely with HR and IT.

Employment law in Switzerland and Germany

• Switzerland: if an employer transfers a business or part of a business to a third party, the employment relationship passes to the acquirer with all rights and obligations under Art. 333 of the Swiss Code of Obligations (OR), unless the employee rejects the transfer. Under Art. 333a OR, employee representatives or, if there are none, the employees must be informed in good time before the transfer and consulted on any planned measures.
• Germany: on a transfer of undertaking (Betriebsübergang), the acquirer steps into the rights and obligations of the existing employment relationships under Section 613a(1) of the German Civil Code (BGB). Employees must be informed in text form beforehand under Section 613a(5) and may object in writing within one month of receiving that notice under Section 613a(6).

In Germany, co-determination adds a further step: splitting an establishment counts as a change to operations (Betriebsänderung) under Section 111 sentence 3 no. 3 of the Works Constitution Act (BetrVG). In companies that normally have more than twenty employees entitled to vote, the employer must then inform the works council in good time and comprehensively and consult it on the planned change, provided the change may cause substantial disadvantages for the workforce or significant parts of it (Section 111 sentence 1 BetrVG).

The employee notice is precision work and belongs in experienced hands. Whether a transfer of undertaking applies, how occupational pensions are handled and which further participation rights apply should be clarified case by case with employment law advisers.

IP, IT and data protection

• Move trademark, patent and domain registrations to the right entity and record the transfers.
• Govern shared rights through licences, in both directions.
• Check software licences: many cannot be transferred without consent and have to be renewed.
• Separate personal data and govern data flows during the TSA period contractually, for example as processing on behalf, under the GDPR in Germany and the Swiss Federal Act on Data Protection (FADP, DSG) in Switzerland.

Setting up transitional service agreements

A transitional service agreement (TSA) sets out which services the former group continues to provide to the carved-out business for a transition period after Day 1, such as IT, accounting, HR administration or procurement. A TSA needs a precise service description, pricing, duration, owners and an exit plan.

• Describe each service with scope, service level and contact person.
• Set duration and extension options per service, not only for the agreement as a whole.
• Cover data protection, confidentiality and access rights.
• Check termination rights. If a TSA governed by Swiss law qualifies wholly or partly as a mandate (Auftrag), either party may revoke or terminate it at any time under Art. 404(1) OR; a party doing so at an inopportune time owes damages (Art. 404(2) OR). The Swiss Federal Supreme Court treats this right as mandatory for typical mandates. How a specific TSA is classified and how term and exit can be secured should be agreed with the law firm.

Team and governance

A carve-out needs a legal project lead who coordinates all workstreams and workstream leads with clear responsibilities. Coordination usually sits with the in-house legal team; the law firm is responsible for structure, the purchase agreement and specialist questions.

• Legal project lead: in-house, senior profile, reporting to the carve-out project lead.
• Workstream leads: one owner each, in-house or an interim professional.
• Contract lawyers: for contract inventory, consents, documentation and register work.
• Issue register: every work package with owner, output and date; dependencies and open approvals visible.
• Escalation: fundamental decisions go to the responsible owners, not to the review team.

Alpinum Solutions provides individual legal specialists and project teams for carve-outs through staff leasing and freelancing, part-time or full-time. Under staff leasing, the company generally holds the right to give professional instructions; under freelancing, the professional works independently within the agreed mandate. For the wider transaction, see interim corporate lawyers for M&A; for the corporate clean-up afterwards, see corporate housekeeping after an acquisition.

Example from practice: interim legal specialists in an international carve-out

In an international carve-out, Alpinum Solutions supported an industrial company with experienced interim legal specialists. They worked on the legal separation of several entities, the review and transfer of existing contracts, and the coordination of corporate and regulatory requirements across different jurisdictions.

Limits and risks

• Alpinum Solutions is not a law firm and does not provide legal advice. The company and its advisers are responsible for the legal assessment of individual contracts and the carve-out structure.
• Building capacity only after signing puts Day 1 at risk: counterparty consents take time.
• If legal support ends on Day 1, remaining transfers and TSA issues are left open.
• Review teams without a clear checklist produce inconsistent results. The lead sets the checklist before high-volume review starts.

Frequently asked questions about legal capacity for carve-outs

What is a transitional service agreement (TSA)?

A transitional service agreement is a contract under which the former group continues to provide services to the carved-out business for a transition period after Day 1, such as IT, accounting or HR administration. It contains a service description, service levels, pricing, duration and an exit plan. Data protection, confidentiality and termination rights are also legally important.

How many contracts typically need to be transferred in a carve-out?

There is no typical number. It depends on the business model, the number of customers and suppliers and the transfer route, and can range from a few dozen to several thousand contracts. An early contract inventory with a sample review shows how many contracts need consent and is the best basis for capacity planning.

Who coordinates the legal workstreams of a carve-out?

Usually a legal project lead within the in-house legal team, reporting to the carve-out project lead. They allocate tasks to workstream leads, manage the law firms and run the issue register. If internal capacity is short, an experienced interim professional can take on the role or individual workstreams, directed by the company.

When should legal capacity for a carve-out be in place?

The legal project lead should be in place at project launch, and the review team at the latest when the contract inventory starts. Most consents and transfers happen between signing and Day 1; starting the search then costs weeks. For the period after Day 1, capacity should be planned until the TSAs end.

Do employees transfer automatically in a carve-out?

On a transfer of undertaking, generally yes: in Switzerland the employment relationship passes to the acquirer under Art. 333 OR unless the employee rejects it; in Germany the acquirer steps into the employment relationships under Section 613a BGB, and employees may object within one month of being informed. Whether a transfer of undertaking applies must be assessed case by case.

Next step

Describe the project phase, the countries and entities involved, the estimated contract volume and the milestones. You will receive selected profiles for your workstreams.

• Corporate law, M&A and governance: interim lawyers for transactions
• Interim corporate lawyers for M&A: tasks by deal phase
• Clearing a contract review backlog
• Discuss your needs

Last updated: 30 October 2026.