Carve-Out Advisory
Carve-out execution for corporate parents selling a business unit and for private equity buyers acquiring one: perimeter, carve-out financial statements, standalone cost, IT separation, contracts, people, TSAs, and Day One.
A carve-out is the sale of a business unit that has never operated as a standalone company. The buyer takes on a P&L that ran on the parent's ERP, the parent's payroll, the parent's contracts, and the parent's overhead. Carve-outs fail on the things nobody scoped. A shared ERP instance has no clean data partition. An enterprise license does not permit assignment. A customer contract carries a change-of-control clause. The standalone cost base runs 15 to 30 percent above the allocated cost in the seller's model. BD Emerson works both sides: sell-side preparation for corporate parents, and buy-side readiness for private equity buyers taking on a business that has never run alone.
Nine workstreams that carry a corporate carve-out from perimeter definition through Day One, then close out the parent's stranded cost. Senior practitioners run each one, and the findings land in a single model rather than in four vendors' separate reports.
We write down what transfers and what stays: entities, customers, contracts, people, systems, IP, and sites. Every later workstream reads from this document, and changes to it get tracked as changes.
Standalone or combined statements for the business, with every allocation basis documented. This is what the lender underwrites and what the buyer's quality of earnings work starts from.
A bottom-up cost build, function by function, set against the allocated cost in the seller's model. We name the drivers of the gap rather than applying a percentage to the whole.
Application inventory, data partition plan, license review, and a cutover sequence. A shared ERP instance, one Active Directory tenant, and non-assignable licenses set the timeline, so this work starts early.
Each contract gets a route and an owner: assignment, novation, consent, or replacement. The org design, employment transfers, and payroll cutover run on the same calendar.
Whatever is not ready on Day One goes into the transition services agreement, priced, dated, and written with exit criteria. A TSA without exit criteria becomes a permanent service.
We run the cutover and the first financial close. On the parent side, the stranded cost removal plan executes against the TSA exit dates so overhead leaves as the services end.
Sell-side preparation for corporate parents, and buy-side readiness for private equity acquirers taking on a business that has never run alone. The same team has seen where each side's assumptions break.
Financial, tax, technology, and cyber work run under one firm. The carve-out financials, the standalone cost build, and the IT separation estimate tie to each other instead of arriving as four vendors' separate reports.
Senior practitioners stay from perimeter definition through Day One and the TSA exits. Separation findings become the workplan the operating team runs, with named owners and dates.
Practitioners across software and technology, healthcare, financial services, professional services, and manufacturing, so the standalone cost build reflects how each sector actually staffs, buys, and licenses.
Great consulting firms for scaling security, compliance, and appsec.
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Outstanding partner in Technical and Cyber Due Diligence
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Appsec maturity and application hardening.
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BD Emerson helped us simplfiy our compliance management.
BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.
Great consulting firms for scaling security, compliance, and appsec.
Outstanding partner in Technical and Cyber Due Diligence
Appsec maturity and application hardening.
BD Emerson helped us simplfiy our compliance management.
BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.
We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.
Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.
Supported ISO 42001 exercise and served as internal auditor.
Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.
We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.
We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.
Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.
Supported ISO 42001 exercise and served as internal auditor.
Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.
We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.
BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.
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BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.
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From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.
BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.
BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.
BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.
BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.
From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.
BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.
BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.
