How to prepare a deal issues list from transaction documents for Corporate Carve-Out Transactions

Prepare a buyer-side carve-out deal issues list by reconciling the purchase agreement with the documents that define what transfers, what stays behind, and what the business needs to operate independently. Turn each material mismatch into a source-linked decision: buyer impact, proposed response, responsible person, and evidence needed for resolution. The deliverable is a prioritized negotiation and decision record—not a diligence summary—with explicit treatment of perimeter gaps, shared contracts, liability allocation, transition services, and operational dependencies that may not be closing conditions.

When to use this workflow

Use this workflow when buyer’s counsel receives the first substantive purchase-agreement draft, disclosure schedules, and separation documents, or when revisions change the acquisition perimeter. It suits outside counsel and in-house teams coordinating finance, commercial, HR, and technology specialists.

The scope is document review through preparation of an actionable issues list. It does not replace a closing checklist, integration plan, or diligence report. Those records should receive tasks from the list without obscuring negotiation decisions.

This is a general US-focused workflow. Analyze rights against the actual language, governing law, transaction structure, and facts; separately assess relevant local requirements. The SEC-filed agreements below illustrate negotiated wording, not generally applicable law or market standards.

What you need

Collect the current purchase agreement, disclosure schedules, amendments, and proposed ancillary agreements. Request the transition services agreement (TSA), service schedules, supply and distribution arrangements, IP assignments and licenses, premises documents, employee-transfer materials, and separation plan.

Obtain a perimeter matrix covering entities, assets, liabilities, employees, permits, data, and facilities. Ask who owns each item, who uses it, and how the buyer receives title or access. Request parent-level and shared arrangements separately, including software, treasury, guarantees, procurement, insurance, and payroll.

Create a document index with stable IDs, versions, execution status, amendments, schedules, legal owner, and data-room location. Distinguish missing, requested, and redacted materials. Obtain the buyer’s operating assumptions, commercial priorities, and risk-approval authority so findings can become decisions rather than undifferentiated requests.

Use the template

Use the Corporate Carve-Out Transactions — Deal issues list below. You can copy this table into your working document or spreadsheet.

Use document IDs plus clause, schedule-item, or page citations in Source/version. For spreadsheets, include the tab and cell range. Cite both documents when their treatment conflicts.

Evidence/gap distinguishes established facts, missing evidence, and interpretation. Dependency links the affected asset, contract, service, or issue ID. Priority/status separates urgency from disposition: a critical issue may still await evidence rather than be ready for negotiation.

Buyer ask/reason states a concrete response and its rationale. Owner/next proof identifies one accountable person and the evidence needed for the next decision. Add a decision date where timing matters. Preserve earlier positions and authorized risk acceptance in a linked history rather than overwriting them.

Step by step

1. Fix the review baseline and buyer assumptions

Identify the draft set under review. Confirm whether disclosure schedules correspond to that purchase-agreement version and whether TSA schedules are agreed, incomplete, or illustrative. Identify unsigned documents without treating them as operative commitments.

Confirm whether the buyer expects immediate independence or continued seller support. A missing standalone software arrangement has different implications under those operating models. Record disputed assumptions and request specialist confirmation.

Template output: establish source/version references and enter material missing-document issues with an owner and requested proof. An unavailable schedule is an evidence gap, not proof that its subject is unaddressed.

2. Reconcile the perimeter with liability allocation

Read transferred assets, excluded assets, assumed liabilities, retained liabilities, and business definitions together. Trace exceptions through schedules and ancillary agreements. Test pre-closing breaches, intercompany balances, shared obligations, and liabilities associated with delayed transfers.

Emergent–BTG Section 2.02 separately addresses assumed and retained liabilities, including pre-closing contract breaches and delayed-transfer contracts. Use that as an allocation example, not as proof that an interparty allocation determines all third-party exposure.

Template output: create a row for each material allocation conflict, identifying the affected asset or obligation and proposed response. Separate unclear drafting from a clear allocation the buyer dislikes; assign any third-party exposure question for separate legal analysis.

3. Test shared contracts against the transfer mechanism

Compare each material shared contract with the purchase agreement’s separation provisions. Review assignment and change-of-control language separately, along with partial-transfer restrictions, consent requirements, renewal and termination rights, minimum commitments, replacement options, and separation costs.

Matthews–Duravant Section 5.5(b) ties efforts to obtain standalone arrangements to a written buyer election within 30 days of the agreement date or later disclosure. It excludes specified shared-location leases and TSA-supported contracts. This is an agreement-specific mechanism, not a universal timetable or assurance of counterparty agreement.

Template output: record the restriction, election or notice mechanics, operational consequence, and requested fallback. If the underlying contract is missing, request it rather than assert that consent is required. Carry election deadlines into the team’s tracker.

4. Connect transition services to operating dependencies

Read each TSA service alongside its enabling licenses, people, data, facilities, and vendors. Compare service duration with upstream dependency duration. Check scope, standards, exclusions, capacity, charges, pass-through approvals, continuity arrangements, liability limits, and exit assistance against the buyer’s operating assumptions.

The Seres–Nestlé TSA service schedule illustrates dependency mapping: HR administration identifies an IT dependency, while logistics identifies vendor-contract conveyance and supporting services. Redactions limit conclusions about commercial details.

Template output: link affected services and record the mismatch, impact, and proposed coverage or exit requirement. Route migration tasks to the integration plan; retain unresolved contractual decisions here. Request acceptance evidence before recommending termination of essential support.

5. Distinguish operational criticality from closing protection

For each critical dependency, identify whether the agreement treats it as a condition, covenant, delivery obligation, or post-closing task. Read exceptions, beneficiary provisions, waiver language, and cross-references before describing a buyer refusal right.

Matthews–Duravant Section 5.5(e) excludes specified missing consents or separation arrangements from the closing-condition analysis, except to the extent of a breach of Section 3.4 or 5.5. Read those provisions with Article VIII rather than treating operational importance as contractual closing protection.

Keep regulatory analysis distinct. FTC premerger guidance explains that covered acquisitions cannot close before the applicable HSR waiting period expires or terminates early. Not every acquisition requires filing; applicability needs separate assessment.

Template output: state the actual protection, qualifications, and requested change. Assign unanswered regulatory questions without inventing thresholds or clearance dates.

6. Convert findings into buyer decisions

Propose a disposition for each issue: document request, drafting change, price discussion, alternative operating arrangement, or express risk acceptance. Explain why it addresses the exposure. An indemnity proposal does not itself provide access to a service needed on day one.

Prioritize by operational consequence, financial exposure, available alternatives, and decision timing. Consolidate manifestations of one underlying problem, but retain separate rows where remedies or decision-makers differ. Where costs are unknown, identify the missing estimate rather than assigning an unsupported amount.

Template output: complete the buyer ask, rationale, priority, and owner. Define resolution evidence—for example, an executed replacement license and confirmation that its scope covers the acquired business.

7. Validate and circulate a decision-ready list

Recheck cited provisions against the review baseline and obtain specialist confirmation of operating assumptions. A revised draft may resolve one point while changing a related service or liability term.

Circulate a focused negotiation version, preserving internal acceptance reasoning and evidence in the controlled working record. Record agreed wording, unresolved alternatives, and concession authority. Do not resolve an issue merely because the seller promises another draft.

Template output: update status against specified proof. Assign remaining questions and their decision dates, update linked rows, and transfer agreed implementation tasks to the appropriate closing or integration record.

Worked example

Fictional scenario: Aster Harbor Holdings proposes to acquire the filtration business of Cedar Vale Industries through an asset purchase. All parties, documents, provisions, and facts below are fictional. The buyer expects nine months of seller-supported order processing while installing replacement systems.

The reviewed set is purchase agreement PA-01 v4, TSA-02 v2, and perimeter schedule PS-03 v3. PA-01 §2.3 excludes the parent software license from transferred assets; PS-03 item 18 identifies its use by the business. The license has been requested but not supplied. TSA-02 provides nine months of order support but only four months of enabling identity access.

PA-01 §2.4 allocates post-closing performance costs for delayed supply contracts to the buyer without clear interim-control or recovery mechanics. Section 7.6 states that missing third-party consents alone do not prevent satisfaction of closing conditions. No other reviewed provision expressly makes the identified access gaps buyer closing conditions.

CO-01 does not establish prohibited use. It prevents confirmation of the proposed arrangement, so the buyer needs evidence before choosing its legal position.

CO-02 changes the ask from “extend transition support” to correcting a specific dependency. Extending order support alone would leave the identity-access problem untouched.

CO-03 requires an allocation decision, not simply another document request. The team should propose who performs, pays, and recovers amounts during delayed transfer. Under the stated fictional condition language, none of these rows alone establishes a refusal right; counsel must test other provisions and present any requested protection or residual risk for authorized approval.

Common mistakes

• Treating ownership as access. Map retained systems, premises, and licenses needed to use transferred assets; identify the enabling right and duration.
• Listing “consent required” without the contract. Cite the restriction and transfer mechanism, or record the missing evidence and targeted question.
• Calling every essential item a closing condition. Separate business necessity from actual conditions, exceptions, and waiver provisions.
• Reviewing the TSA in isolation. Connect service promises to license rights, upstream services, and exclusions elsewhere in the document set.
• Closing issues on agreement in principle. Require specified wording, supporting proof, or authorized risk acceptance; preserve unresolved dependencies.

Final quality check

• Each issue cites the reviewed version and precise clause, schedule item, page, or cell range.
• Facts, evidence gaps, and interpretation are distinguishable.
• Perimeter and liability treatment match ancillary documents or identify specific conflicts.
• Shared-contract rows address transfer mechanics and applicable election requirements.
• TSA scope and duration match enabling dependencies or state the unresolved mismatch.
• Conditions are distinguished from deliveries, covenants, and operational needs.
• Open issues have owners and decision dates; accepted risks identify authorized approval.
• Source links, revised wording, and related rows have been verified before circulation.

Complete the workflow with DecoverAI

DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its contract review workflow supports represented-party selection and deal-specific instructions in Word. Findings quote clauses, rank severity, locate text, and identify missing language as not present. Lawyers can edit or insert suggestions as ordinary tracked changes under the signed-in Word user’s name, or dismiss findings with reasons. Tabular review supports work across documents, while due diligence classification helps organize materials for human review. Counsel retains responsibility for legal significance, priority, and acceptable risk. Book a demo to discuss this carve-out review workflow.

Frequently asked questions

Should every diligence finding become a deal issue?

No. Include findings requiring a buyer decision, negotiation response, or material evidence request. Keep routine summaries in diligence records and link them when they support a decision.

How should incomplete disclosure schedules be handled?

Identify the missing schedule and decisions it prevents. On receipt, compare it with relevant definitions, exceptions, and ancillary provisions before updating the issue’s status.

Can a TSA replace a missing third-party consent?

Do not assume so. Examine the underlying rights and proposed service arrangement. Determine whether the seller can provide the promised support and whether it satisfies the buyer’s operating need.

When can the buyer accept a separation gap?

Present the consequence, alternatives, cost uncertainty, and remaining evidence gaps to the authorized decision-maker. Record approval and attached conditions; counsel’s status update is not commercial acceptance.

Sources

• FTC — Premerger Notification and the Merger Review Process.
• Emergent–BTG Stock and Asset Purchase Agreement, Section 2.02.
• Matthews–Duravant Equity Purchase Agreement, Section 5.5.
• Seres–Nestlé Transition Services Agreement and service schedule.

This guide is general information about legal workflows, not legal advice for any matter. It was drafted and reviewed with AI assistance. The worked example is fictional. Contract rights and procedure depend on the governing law, the actual wording, and the facts, so check the cited sources and the rules that apply in your jurisdiction before relying on it.