Carve-Out Cybersecurity and Day 1 Security

BD Emerson (now Andersen Consulting) builds the security program a divested business used to borrow from its parent: Day 1 identity and access, endpoint and logging coverage, TSA security terms, compliance continuity, and a vCISO.
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Definition

What is carve-out cybersecurity?

Carve-out cybersecurity gives a divested business its own security program before the parent's coverage ends. Until close, the business runs on the parent's identity system, endpoint tools, monitoring, policies, and compliance program. After close, those services either continue for a limited time under the transition services agreement (TSA) or stop. The Andersen Consulting M&A team plans what the new company needs on Day 1, writes the security terms into the TSA, and builds the standalone program before the last security service ends.

  • Day 1 security baseline: Identity, multifactor authentication, endpoint detection, logging, and email security work for the new company on the morning after close.
  • Access separation: Shared accounts, privileged access, and network paths between the two companies close on a dated schedule.
  • TSA security terms: The parent's access to the business's data, incident notification, and monitoring duties are written into the agreement.
  • Compliance continuity: SOC 2, ISO 27001, CMMC, and privacy obligations carry over to the new entity on a plan that customers and auditors can follow.
Services

What does carve-out cybersecurity cover?

Nine workstreams take the new company from borrowed security to a program it owns. They follow the deal calendar and the TSA exit dates, and each one is planned so coverage passes from the parent's tools to the company's own without a gap.

Security program design
Day 1 security baseline
Identity and access separation
Endpoint and logging coverage
TSA security terms
Compliance continuity
vCISO for the new entity
Incident response readiness
First 100 days

Security program design

We map the security services the parent provides today, from policies and tools to monitoring and audits, and design the program the new company will run itself: the controls, the tooling, the team, and the budget. The design is ready before signing so the buyer can price it.

Carve-out case study

Day 1 security baseline

Five controls must work on the morning after close: identity and multifactor authentication, endpoint detection and response, central logging, email security, and backup. We test each one before close, because the parent's coverage may stop at close for some services and at the TSA end date for others.

Day 1 checklist

Identity and access separation

Users, groups, devices, and privileged accounts move from the parent's directory into the new company's, and shared accounts are retired. Access between the two companies narrows on a dated schedule until only the TSA services remain, and then it closes.

IT carve-out services

Endpoint and logging coverage

Endpoint detection, vulnerability scanning, and log collection move from the parent's tools to the new company's. We plan the overlap so every device and system is covered by one tool or the other on every day of the transition.

Security monitoring

TSA security terms

If the parent keeps running services after close, it keeps access to the business's systems and data. We write the security terms into the TSA: who can access what, how data is handled and returned, how fast incidents are reported, and what evidence each side provides.

TSA advisory

Compliance continuity

Customers and contracts expect the new company to keep the SOC 2, ISO 27001, CMMC, or privacy commitments it had under the parent. We map each commitment to the controls and evidence the new company needs, and plan its first report, certification, or assessment around the TSA dates.

SOC 2 examinations

vCISO for the new entity

A virtual CISO leads the program from signing until the company hires its own security leader, owning the risk register, board reporting, vendor decisions, and the customer security questionnaires that arrive in the first months.

  • Security leadership from signing onward
  • Risk register and board reporting
  • Security budget and vendor selection
  • Customer questionnaires and audits
  • Hiring plan for the security team
  • Handover to a permanent CISO
Virtual CISO

Incident response readiness

A new company needs its own incident response plan, contacts, retainer, and cyber insurance on Day 1, plus an agreed process with the parent for incidents that touch systems still under the TSA.

  • Incident response plan for the new entity
  • Retainer and contact tree in place
  • Notification duties under the TSA
  • Cyber insurance coverage confirmed
  • Tabletop exercise before close
  • Logging and evidence for investigations
Incident response

First 100 days

After close, the program moves from borrowed controls to owned ones on a 100-day plan: the remaining tool migrations, policy adoption, security awareness training, and the first internal control testing, each with an owner and a date.

  • Remaining tool migrations scheduled
  • Policies adopted for the new entity
  • Security awareness training delivered
  • Risk reviews for new vendors
  • First internal control testing
  • TSA security services retired
Carve-out advisory
Our approach

Our approach

Security work follows the deal calendar. The program design comes before signing, the TSA security terms come before close, and the controls move to the new company before each TSA security service ends.
01

Map what the parent provides

We list every security service the business receives from its parent today, from identity and endpoint tools to monitoring, policies, audits, and insurance.

02

Design the standalone program

We define the controls, tools, team, and budget for the new company, sized to its risk and its customers' requirements, with a cost the deal model can carry.

03

Write the TSA security terms

We write access rights, data handling, incident notification, and evidence duties into the TSA for every service the parent keeps running after close.

04

Set the Day 1 baseline

Identity, multifactor authentication, endpoint detection, logging, email security, and backup are tested and working before close.

05

Separate access

Shared accounts and privileged access are retired, and network paths between the two companies narrow to the TSA services on a dated schedule.

06

Carry compliance across

SOC 2, ISO 27001, CMMC, and privacy obligations move to the new entity, with the evidence the next examination or assessment will ask for.

07

Exit the TSA security services

Each security service the parent provides ends when its replacement is running, and the parent's access to the business closes.

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Standing up security for a divested business?

Speak with the Andersen Consulting M&A team about what has to work on Day 1, what the TSA should say, and what the standalone program will cost.

Our Advantage

Why BD Emerson for carve-out cybersecurity

A carve-out changes who can reach every system: accounts move, tools change over, and the parent's access narrows on a schedule. We plan the security work inside the separation plan, starting before signing.

Security and separation in one plan

The same team scopes the IT separation and the security program, so identity, access, and data handling are designed into each migration.

SOC 2 examinations through our CPA arm

Our CPA arm performs SOC 2 examinations. For ISO 27001 and CMMC, we implement and prepare the program, and an accredited registrar or a C3PAO certifies it.

Leadership from signing to steady state

A virtual CISO runs the program until the company hires its own security leader, then hands over a working team, a risk register, and a roadmap.

Both sides of the deal

We run cyber due diligence for buyers and carve-out security programs for divested companies, so the Day 1 plan anticipates what buyers and auditors will test.

Reviews

What our customers say

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.

Adam Ben Jacobs

CTO @ OneStep GPS

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.

Adam Ben Jacobs

CTO @ OneStep GPS

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.

Tom Watkins

CEO @ AMI AssetTrack

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.

Walid Souilem

CTO @ FGI Worldwide

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.

Tom Watkins

CEO @ AMI AssetTrack

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.

Walid Souilem

CTO @ FGI Worldwide

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.

Padraig Reilly

CEO, Boxcore

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.

Matt Meierdierks

IT Manager, Lincoln Industries

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.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

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.

Patrick Bruce

CEO, Titan Intake

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.

Padraig Reilly

CEO, Boxcore

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.

Matt Meierdierks

IT Manager, Lincoln Industries

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.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

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.

Patrick Bruce

CEO, Titan Intake

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FAQ

Frequently asked questions

What is carve-out cybersecurity?

What security has to work on Day 1?

What security terms belong in a transition services agreement?

How do you separate identity and access from the parent?

Does the new company keep the parent's SOC 2 report or ISO 27001 certificate?

What happens to CMMC status after a carve-out?

Do you provide a vCISO for the new company?

How do you keep coverage from lapsing during the transition?

Is carve-out cybersecurity different from cyber due diligence?

When should carve-out security work start?

Which teams do you work with?

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