A buyer’s carve-out diligence request list should establish what the business includes, what it depends on, and what the buyer will receive or need to replace. Start with the proposed transaction perimeter, then request ownership records, shared arrangements, liability support, and separation evidence. Assign each request a stable ID, a seller respondent, a buyer reviewer, and an evidence-based completion test. The resulting deliverable is a prioritized request register that distinguishes documents received from questions answered and identifies dependencies requiring further diligence or negotiation.
Use this workflow when buyer’s counsel and the acquisition team are preparing initial requests or adapting a generic diligence list for a business being separated from a larger group. It is particularly useful where the data room contains target-company records but omits parent-held contracts, shared systems, or intercompany arrangements.
The scope is request design and response assessment—not a complete separation plan or closing checklist. It assumes a US-oriented transaction. Cross-border operations and regulated activities require specialist requests. Frame transfer questions around the proposed asset, equity, or mixed structure, rather than assuming that every business arrangement will follow the acquired operations.
Collect the transaction description, draft purchase agreement, entity chart, business presentation, data-room index, financial perimeter, and preliminary separation or transition services agreement (TSA) materials. Identify which documents describe the intended perimeter and which describe current operations: those descriptions may differ.
Obtain buyer contacts for finance, tax, HR, IT, operations, and regulatory review. Ask each function what must work on the first day after closing and what evidence would demonstrate readiness. Identify the seller’s request coordinator and respondents able to obtain parent-level records.
Agree a process for handling competitively sensitive information, employee data, privileged materials, and redacted responses with appropriate counsel. The initial list should request sufficient evidence without assuming unrestricted disclosure.
Do not wait for complete inputs. Record an unavailable perimeter schedule as a request rather than adopting the seller’s presentation as definitive scope.
Use the Corporate Carve-Out Transactions — Diligence request list below. You can copy this table into your working document or spreadsheet. Maintain one row per request that can be independently assigned and assessed.
| ID | Scope / dependency | Request / test | Evidence / citation | Gap / status | Priority / reason | Seller / buyer owner | Follow-up / target |
|---|---|---|---|---|---|---|---|
“Scope / dependency” identifies the entity, asset, liability, or service—not merely a department. “Request / test” states the requested material and the question it must answer. “Evidence / citation” records stable document IDs, versions, and clause or page references once responses arrive.
Keep delivery status distinct from substantive completeness. Useful descriptions include requested, received but incomplete, redacted, not maintained, and answered subject to verification. “Priority / reason” explains buyer impact. “Seller / buyer owner” identifies the respondent and reviewer; “Follow-up / target” records the next action and agreed response target, not a presumed legal deadline.
Preserve request IDs through revisions. Cross-reference related requests by ID so that a service, its underlying license, and its replacement plan remain connected without combining them into one unmanageable question.
Request a matrix covering entities, assets, liabilities, employees, IP, permits, data, and premises. For each item, ask who owns it, who uses it, whether it is included, and how title or access is expected to reach the buyer. Require an explanation of exclusions that the business currently relies on.
Compare the matrix with the transaction description and financial perimeter. A parent-owned warehouse or trademark may support acquired revenue without appearing among target-company assets. Ask for allocation support and proposed treatment, not simply confirmation that the perimeter is complete. For planned pre-closing reorganizations, request the steps and resulting ownership structure.
Record: request IDs for the perimeter matrix, unresolved ownership questions, and inconsistencies between legal and financial scope.
Ask the seller to identify parent-level and shared procurement, insurance, treasury, guarantees, software, payroll, facilities, and intercompany licenses. Request the provider, users, contracting entity, cost allocation, proposed treatment, and support that disappears at closing.
Avoid a single request for “all shared services.” Break it into answerable packages, such as payroll applications and support personnel, or logistics contracts and warehouse access. The Seres–Nestlé TSA service schedule illustrates dependency mapping: HR administration identifies an IT dependency, while logistics identifies vendor-contract conveyance and supporting services. This is a negotiated example, not a mandatory format.
Ask what evidence supports any proposed replacement, including the responsible buyer function and anticipated availability.
Record: linked requests for each critical service and its upstream dependencies, with a test for the proposed replacement’s readiness.
For material contracts, request executed versions, amendments, schedules, statements of work, relevant notices, and side arrangements. Require an index identifying legal owner, business coverage, execution status, version, and data-room location. Ask the seller to identify documents not maintained or withheld and explain material redactions through the agreed disclosure process.
Build questions around assignment, change of control, partial transfers, consent costs, termination, renewal, minimum purchases, exclusivity, and replacement options. These are review subjects, not assumptions that every contract contains those provisions. Ask for clause references supporting the proposed treatment.
For employee, permit, and data requests, specify the relevant population, issuing authority, or dataset rather than requesting undifferentiated group records.
Record: the package completion test and missing components. A master agreement does not complete a request if omitted schedules define business access.
Ask how proposed assumed and retained liabilities map to records: contract breaches, employee obligations, intercompany balances, guarantees, inventory, and other relevant exposures. Request supporting schedules and allocation methodologies, assigning finance and tax reviewers where appropriate.
Emergent–BTG Section 2.02 distinguishes assumed and retained liabilities, including treatment of pre-closing contract breaches and delayed-transfer contracts. Use it to frame evidence questions, not as a general rule about buyer exposure or a substitute for specialist analysis of third-party rights.
Where the draft price mechanism uses inventory or another carve-out measure, request source records, reconciliation methodology, and the proposed route to supporting records after separation. Ask whether historical allocations include parent services that the buyer must replace.
Record: the liability or price component, requested supporting evidence, and any mismatch between accounting treatment and draft allocation.
Prioritize questions that could change the acquisition perimeter, interrupt critical operations, expose material unallocated obligations, or affect transaction feasibility. Explain the decision each request supports. Separate bid-evaluation information from material needed to negotiate a TSA or assess a transfer path.
For shared contracts, ask which arrangements require buyer elections, counterparty engagement, or replacement contracting. Matthews–Duravant Section 5.5(b) links certain standalone arrangements to a written buyer election, with transaction-specific timing and exclusions. Its efforts obligation does not assure counterparty agreement. Ask early about election mechanics without importing that agreement’s deadline. (sec.gov)
Record: a decision-linked priority, reviewer, respondent, and requested response date. Identify requests that must precede others; a license assessment may be needed before accepting TSA scope.
Route regulatory questions to appropriate counsel. Request transaction and ownership information needed for a filing assessment without declaring that filing is required. The FTC premerger guidance explains that covered acquisitions cannot close before the applicable HSR waiting period expires or is terminated early. Not every acquisition requires filing; thresholds change annually and exemptions may apply. Do not infer a clearance date from a response target. (ftc.gov)
Separately request evidence for proposed consents, closing deliveries, and operating continuity. An operationally critical consent should not be labeled a contractual closing condition without checking the draft. Matthews–Duravant Section 5.5(e), for example, generally excludes missing consents or separation arrangements from condition satisfaction, subject to specified breach qualifications. Read the referenced provisions together. (sec.gov)
Record: the question category, controlling draft provision if available, and specialist responsible for assessment.
Reconcile each response against its completion test. Distinguish verified facts, seller explanations, missing evidence, and counsel’s interpretation. “IT is covered by the TSA” requires relevant scope, dependencies, exclusions, duration, and migration assumptions—not merely a draft TSA title.
Send follow-ups identifying the original request, document reviewed, precise gap, and requested resolution. Where evidence is unavailable, ask for alternative support and assign residual uncertainty to a buyer decision-maker. Do not leave an unanswerable request indefinitely marked pending.
Record: citations, revised status, next action, and the basis for closure or continued review. Cross-reference negotiation issues without turning the request register into a complete deal-issues tracker. Close an accepted evidence gap as such, never as verified.
Fictional scenario: Alder Reach Holdings proposes to acquire the sensor-components division of Rowan Industrial Group through an asset acquisition for $46 million. All parties, documents, amounts, and provisions below are fictional.
The seller’s presentation describes the division as independently operated. Its perimeter workbook identifies parent-held software and shared distribution. The buyer tests operational independence before accepting it as a transaction assumption. The draft payroll schedule expressly identifies IT-02 as a dependency of HR-01, but supplies no replacement plan.
| ID | Scope / dependency | Request / test | Evidence / citation | Gap / status | Priority / reason | Seller / buyer owner | Follow-up / target |
|---|---|---|---|---|---|---|---|
| CR-01 | ERP access | Supply complete license and buyer-access basis | F-014, executed license v2, §8: partial assignment requires consent | Schedules missing; access unverified | High: order processing depends on access | Seller IT / buyer IT counsel | Obtain schedules and access proposal before TSA scope review |
| CR-02 | Distribution | Supply executed contract and division volume allocation | F-022, unsigned draft, §4: group minimum volumes | Binding terms and division share unknown | High: standalone economics unresolved | Seller operations / buyer commercial counsel | Obtain signed package and allocation records before pricing review |
| CR-03 | Payroll service | Explain dependency and required duration | F-031, draft TSA schedule: HR-01 six months; dependent IT-02 two months | Duration mismatch; replacement evidence absent | High: payroll may lose required support | Seller HR / buyer integration lead | Obtain dependency explanation and migration plan before scope agreement |
CR-01 does not establish that consent will be refused; it establishes that buyer access lacks supporting evidence. CR-02 cannot establish binding minimum volumes from an unsigned draft. CR-03 identifies a documented dependency mismatch, but not a certain outage: a replacement may exist without having been disclosed.
The buyer replaces “confirm standalone readiness” with three targeted packages. It defers acceptance of continuity and pricing assumptions rather than declaring a breach or automatic closing failure. Each follow-up seeks evidence that could change that decision.
DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its due diligence capabilities include bulk document classification to organize materials and prioritize human review. Contract review and tabular review across multiple documents can support assessment of responsive agreements. The request register remains the legal team’s work product; lawyers determine completeness, legal significance, and escalation. To discuss applying these capabilities to carve-out evidence collection, book a demo.
Cover every material category, but stage detail. Start with perimeter and critical dependencies; use responses to develop focused follow-ups. Identify deferred requests and their decision dates so staging does not become omission.
Request underlying group records, allocation methods, assumptions, and responsible personnel. Ask functional reviewers what alternative evidence would suffice. Record remaining uncertainty separately from the seller’s explanation.
No. Request underlying arrangements needed to assess proposed service delivery and access. Review their relationship to TSA scope rather than treating a proposed service description as proof that required rights exist.
When its evidence test is met and the reviewer records the basis. If the buyer accepts an evidence gap, record the decision, rationale, and owner explicitly; do not label missing evidence verified.
This general professional workflow guide uses the supplied research cutoff of October 13, 2026. Filed agreements illustrate negotiated wording, not general law or market standards. Contract analysis depends on operative language, governing law, facts, and deal context.
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.