The deal closes. Then the entities have to actually work.
In a multi-country carve-out, legal completion is the start of the hard part. HSP supports every stage of the transaction, from employee transfer and compliance due diligence to entity rationalization and tax and accounting integration, under one program manager.
Tell us which countries are in scope and when the TSA ends. A consultant replies within one business day.
Where we advise
A carve-out is dozens of small country problems arriving at once.
Each entity has to stand up and be operational to a date someone else set. Three things decide whether that happens.
One program manager across every country
A dedicated program manager coordinates the project, the internal and external stakeholders, the deadlines and the gap analyses, using real-time collaboration technology so buyer, seller and vendors all see the same progress, actions and dates.
The employees transfer lawfully, country by country
HR due diligence and transfer analysis per country, including legal assessment of applicable legislation such as TUPE and the Acquired Rights Directive, consultation documentation, transfer letters and tripartite agreements, and support with union and works council negotiations.
Every entity is operational by the TSA deadline
Assessment of the international operations and entity structure to identify and complete post-incorporation registrations and everything else an entity needs to trade: payroll, benefits, bank accounts, invoicing, accounting, compliance and system localizations.
Four stages, and we are in all of them.
Advisors who leave at completion hand you the hardest part. The work that decides whether a carve-out succeeds sits on both sides of the closing date, which is why the engagement spans the whole arc.
- Pre-close: compliance due diligence, HR due diligence checklists and transfer project plans by country
- Operational readiness: the registrations and setup each entity needs to meet go-live and TSA deadlines
- Post-close and optimization: policy harmonization, entity rationalization, and the future HR structure
Nobody else is looking at all of it.
Corporate finance advisors run the deal. Local counsel handles one jurisdiction. Your own team is doing this alongside the day job, often for the first time. The gaps appear between those parties rather than inside any one of them, which is what a program manager exists to catch.
4
stages covered, pre-close to optimization
100+
countries we can operate in
1
program manager accountable throughout
Diligence, readiness, transfer.
HR due diligence and transfer analysis country by country, including legal assessment of TUPE, ARD and local equivalents, an audit of existing employment terms and benefits, and identification of liabilities such as long-term disability, sickness, accrued severance and collective bargaining agreements.
Assessment of international operations and entity structure, then completion of post-incorporation registrations and the operational setup each entity needs — payroll, benefits, bank accounts, invoicing, accounting, compliance and system localizations — against the go-live and TSA deadlines.
Employee consultation, transfer documentation, benefit plan quotes and implementation, work permit transfers, and works council or union negotiation support. Then harmonization of policies and handbooks, and a gap analysis of the future HR structure.
What we cover.
Alongside our HR, finance, data privacy, tax and entity management consulting, which all feed into a transaction.
Program management
A dedicated program manager for project and stakeholder coordination, deadline management and gap analyses, using real-time collaboration technology so buyer, seller and vendors share visibility of progress, actions and deadlines.
Operational readiness and gap analysis
Assessment of international operations and entity structure to identify and complete post-incorporation registrations and the additional requirements that make entities legally compliant and fully operational by go-live and TSA deadlines.
TUPE / ARD guidance
HR due diligence and transfer analyses by country, legal assessment of applicable legislation, due diligence checklists and transfer project plans, plus audits of existing terms, benefits gap analyses and identification of existing liabilities.
Employee transfer support
Guidance on the consultation process and drafting of consultation documentation including scripts and invite letters, transfer documentation such as contracts, transfer letters and tripartite agreements, and coordination with benefit brokers.
Permits, unions and works councils
Assistance with employer-sponsored work permit renewals, transfers and setup coordination, and support with union or works council discussions and negotiations, including works council election support.
Post-transfer HR compliance
Harmonization of employee policies, handbooks and work rules following local legal guidelines, plus a gap analysis of the future HR structure and functional requirements with recommendations for running HR operations afterwards.
More on cross-border carve-outs.
Questions we get asked.
Are you corporate finance advisors?
No. We do not advise on valuation, structuring the deal or negotiating it. We handle what has to happen in each country for the acquired or divested business to be legally compliant and operationally able to trade, which is a different discipline and usually a different team.
We are already past close. Is it too late?
No, and it is a common point to bring us in. Post-close work covers operational readiness, employee transfer, policy harmonization and entity rationalization. The constraint is usually the TSA end date, so the earlier we see it the more of the schedule is still yours to set.
What is TUPE, and does it apply to us?
TUPE is the UK implementation of the EU Acquired Rights Directive. Where it applies, employees transfer automatically on their existing terms and there are consultation obligations before the transfer. Equivalents exist across the EU and beyond, and whether they bite depends on the structure of the deal in each country, which the transfer analysis establishes.
Can you handle works council consultation?
We support it: consultation scripts and invite letters, the documentation, and the discussions or negotiations themselves, including works council election support where a council has to be constituted. In several European markets this sits on the critical path, so it gets scheduled first rather than last.
We are buying a business with entities we do not want. Can you unwind them?
Yes. Entity rationalization is part of the optimization stage, and the tax-efficient route through clearance, deregistration and repatriation of trapped cash is handled by our tax advisory team. The two run together so the structure you end up with is the one you intended.
How does this relate to your other consulting services?
A carve-out draws on all of them. HR consulting handles the employment terms and documentation, finance consulting the accounting integration, data privacy the employee and customer data moving between parties, tax advisory the entity and transfer pricing consequences, and entity management consulting the structure itself. The program manager coordinates them.
Start before the TSA clock does.
Tell us which countries are in scope and when the transitional services agreement ends, and we will tell you what has to happen in each one and in what order.
A consultant replies within one business day. No sales sequence.