Corporate Groups & Multinationals
Separate a business while preserving its ability to operate
A group preparing a divestment needed to decide how shared technology, knowledge and rights could support the departing business and retained operations after separation.
01 / The context
The situation.
An industrial group planned to sell a specialist division. The division served its own customers but relied on software, technical experts and product knowledge shared with other businesses. The proposed transaction envisaged separating ownership before all operating dependencies were understood.
The division’s customer-facing identity therefore did not define the full boundary of what kept it operating. The intended separation required attention to knowledge and shared capabilities as well as ownership. For the retained group, the same questions concerned what it would continue to need and which commitments might remain after the sale.
02 / The challenge
The decision that matters.
The asset list did not explain everything the division needed to deliver. Some development knowledge sat with group employees; some customer solutions combined shared technology with local adaptations. Both sides needed a credible view of what had to transfer, remain accessible or be replaced, including responsibilities after temporary support arrangements ended.
A right to use technology and the capability to apply it are different aspects of continuity. Temporary support can provide a bridge, but its end creates another decision point. The challenge was to consider what independence would require without assuming that every existing connection could be severed immediately or should continue indefinitely.
03 / The strategic perspective
The boundary of a deal is an operating question.
A business can have its own customers and revenues while depending on capabilities that sit elsewhere in its group. Separation brings those connections into sharper focus. Some may belong with the departing business; others may need continuing access or an alternative source of capability.
The commercial tradeoff concerns the extent and duration of that dependence. Immediate independence can demand expertise that is not easily transferred, while prolonged support can constrain the retained group. A credible separation discussion connects the ownership boundary with the knowledge, rights and responsibilities needed on each side of it.
04 / DELSOL Group’s contribution
How DELSOL Group contributed.
Bring operating dependencies into transaction discussions
DELSOL Group connected the proposed asset perimeter with the knowledge and capabilities behind customer delivery, helping leadership and transaction advisers identify gaps deserving attention before separation commitments. This brought the operating reality of the division into the transaction discussion: what its customers relied on and how shared expertise or technology supported that delivery.
Clarify rights and shared uses
Alongside the relevant legal and technical teams, DELSOL Group helped frame decisions about transferred, retained and shared assets, including practical use needs and issues requiring specialist contractual assessment. The contribution kept both businesses in view, relating proposed ownership boundaries to the continuing uses and dependencies that the separation would need to accommodate.
Plan knowledge continuity beyond handover
DELSOL Group helped management address dependence on people, records and continuing cooperation, with the aim of reflecting in the transition plan the expertise each business would need after temporary group support ended. The emphasis was continuity beyond the handover itself, including the distinction between access to information and the practical knowledge required to use it.
05 / Intended value
The business objective.
The objective was to develop a separation proposition reflecting how both businesses operated. The aims were to bring clearer assumptions into negotiations, resource planning and transition arrangements, support the buyer’s assessment of operational independence, and clarify for the retained group the continuing commitments attached to the proposed deal.
The practical objective was to distinguish what must transfer at separation, what access might continue temporarily and what capability required a longer-term solution. Both buyer independence and the retained group’s continuing obligations mattered to the proposed transaction.