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1Clear out junk files and repair common Windows errors2Scan for outdated or missing drivers - takes under a minute3Repair Windows errors before they cause bigger problemsA carve-out separation plan should define what is transferring and what is staying, describe how each business will operate after separation, assign accountable owners to cross-functional work, and set dated milestones with evidence that the business can function at closing. It should also identify any temporary transition services (TSAs), who provides them, and how each one will end. The details depend on the deal perimeter, industry, jurisdictions, transaction structure, and required level of standalone readiness.
Start with the deal perimeter and the future operating model
Before building a task list, establish what the transaction includes and what each business needs to operate. A change to the perimeter can affect systems, employees, contracts, facilities, shared services, separation costs, and the time needed to exit TSAs. KPMG discusses the relationship between perimeter choices and separation complexity in its carve-out complexity guidance.
Define what moves, stays, or must be shared temporarily
Document the assets, liabilities, people, customers, suppliers, contracts, intellectual property, data, systems, facilities, and services in scope. For shared items, record the proposed allocation or interim arrangement, the decision-maker, and any constraints such as contract consent, regulatory approval, or data-handling requirements. State material assumptions rather than leaving them implicit.
Describe how each business will function
Set out the capabilities CarveCo (the business being separated) and RemainCo (the business that stays) need after closing: for example, customer service, payroll, finance, technology support, procurement, and regulatory reporting. Establish the target operating model and cost baseline, including standalone operating costs, one-time separation costs, and stranded costs that may remain with either business. KPMG’s guide describes full standalone, partial standalone, synthetic standalone, and approaches integrated with RemainCo as illustrative choices; the appropriate level and timing of separation work depends on the transaction. KPMG, Separation in practice (2026).
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Build accountable workstreams into one integrated plan
A separation plan is more than a list of functional tasks. It needs named owners, decision rights, dependencies, milestones, completion criteria, and an escalation path across the seller, buyer, and relevant third parties. The plan should show how one workstream’s decisions affect others—for example, a perimeter or systems decision may change employee allocations, contract needs, costs, and TSA exit timing.
Cover the functions that make the business operational
- Commercial and customer operations: customer communications, key accounts, sales processes, branding and websites where relevant, and continuity of service.
- Suppliers and procurement: supplier readiness, procurement contracts, supply-chain arrangements, and any required approvals or consents.
- People and facilities: organization design, employee migration, payroll and benefits, retention and communications, work locations, security, and access.
- Technology and data: applications, infrastructure, networks, third-party integrations, user access, cybersecurity, data migration and retention, testing, and cutover.
- Finance, treasury, tax, and legal entities: financial close and reporting, banking and cash management, opening balance sheet, carve-out financials, tax work, entity setup, and audit needs.
- Legal and regulatory: contract transfer or replacement, intellectual property, required approvals, licensing, and other jurisdiction- or industry-specific obligations.
Adapt the workstreams to the actual perimeter rather than treating a general checklist as a universal legal requirement. Deloitte’s illustrative Day One checklist includes examples across commercial operations, suppliers, people, facilities, IT, and finance.
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Make ownership and readiness testable
For each material action, identify an accountable lead and contributors, the parties responsible, prerequisite decisions, a target date, and a completion test. Specify what evidence demonstrates completion—such as a tested process, an executed agreement, a reconciled data set, or documented sign-off—and who accepts it. Set cross-functional checkpoints and an escalation route for unresolved dependencies. A public SEC-filed separation protocol illustrates detailed milestone and completion criteria, vendor exit strategy, TSA exit criteria, dependencies, and work across IT, facilities, contracts, and personnel; it is an example of transaction documentation, not a template that applies to every deal. SEC-filed separation protocol.
Prove Day One continuity and prepare contingencies
Readiness means the business can perform the activities it needs at closing, not simply that planned tasks appear complete. Test whether customers can be served, products delivered, employees paid, invoices issued and collected, required reports filed, and finance and IT operations performed. The tests should match the perimeter and the business’s actual obligations.
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Use evidence-based checkpoints
Translate critical Day One capabilities into acceptance criteria, owners, test dates, and evidence. Depending on the deal, this may include application and infrastructure cutover testing, user acceptance testing, payroll validation, banking access, financial close procedures, supplier readiness, facility access, and regulatory approvals. Record unresolved items and the person authorized to accept the risk or require remediation.
Plan for incomplete actions
For every closing-critical dependency, define a workable fallback, its owner, and the conditions for using it. A public SEC-filed agreement provides an example of parties agreeing a Day-One plan intended to segregate a business before closing while preserving uninterrupted operations at closing, with cooperation on workarounds if planned actions remain incomplete. That is an example of contractual drafting, not a universal legal requirement. SEC-filed agreement.
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Scope TSAs as temporary bridges, with exit plans from the start
Use a TSA only where a service cannot reasonably be transferred, replicated, outsourced, or discontinued by closing without putting continuity at risk. Define each service and its provider and recipient; its duration, price, service levels, managers, required resources, and dependencies; and the migration route and exit criteria. Address vendor treatment and dispute escalation where relevant. Track the work needed to leave the service, not just the date on which it is scheduled to end.
KPMG’s guide puts the principle succinctly: “TSAs are tape, not glue; use them sparingly and design the exit at the start.” KPMG, Separation in practice (2026). KPMG UK Partner Mala Shah similarly describes TSAs as a temporary bridge rather than a destination and advises limiting their number and length while ensuring they are critical and appropriately costed. KPMG UK, Winning the separation.
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Prioritize the exit sequence alongside the initial service scope. A delay in one migration may affect technology dependencies, staffing, cost allocation, or another service’s end date, so TSA owners should report progress and blockers through the same cross-functional governance as the rest of the separation plan.
Include communications, governance, and transaction-specific checks
Plan the sequence and audiences for employee, customer, supplier, and other stakeholder communications. Coordinate messages with actual readiness and legal constraints, and address employee uncertainty and retention as appropriate to the transaction. Governance should make decisions, trade-offs, and cross-workstream impacts visible, particularly when a proposed perimeter or timing change affects cost, continuity, or the standalone operating model.
Before relying on the plan as a transaction control, confirm requirements for approvals, employee processes, tax treatment, contract consents, privacy and data handling, and financial reporting against the relevant jurisdictions, industry, and deal documents. Those matters are transaction-specific and may require qualified legal, tax, employment, regulatory, or accounting advice.
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