Last Updated on 13. November 2025
A carve-out is much more than an organisational or legal separation – it is a surgical intervention into the nervous system of a company. This is because the separation is almost always accompanied by profound changes in the IT landscape: systems must be decoupled, data migrated and users reassigned. One thing must not happen: standstill.
For CFOs, M&A managers and, above all, IT managers, this presents a double challenge. While the new business unit is being set up on its own feet, both technically and organisationally, day-to-day operations must continue without disruption – without interruptions, without data loss, without friction in day-to-day business.
This article shows how companies can achieve precisely that with structured IT project management, transition architectures and well-coordinated contingency plans: stability in change.
Why carve-outs can jeopardise business continuity
Carve-outs inevitably bring change to established IT structures. This opens up opportunities, but also harbours considerable risks:
- Incomplete separation: If data or systems are overlooked, processes will continue to run unintentionally via the old company after the spin-off.
- Service outages: Lack of access to ERP systems, email or files can paralyse operations for days or weeks.
- Delayed go-live: Unclear responsibilities or technical backlogs quickly lead to postponed milestones – with immediate consequences for operational business.
- Cost explosion due to emergency solutions: If necessary transitional measures are not planned in good time, manual workarounds or extended TSAs can be expensive.
That is why IT is not just a supporter – it is a cornerstone for the success of a carve-out.
IT project management and planning as a success factor
The most important measure for ensuring business continuity: IT and operations must be involved early on and in a coordinated manner.
Best practices show:
- Early involvement of the IT department in M&A planning – ideally before signing.
- Clear project structure and responsibilities for IT infrastructure, systems & applications (including ERP), security, support and communication.
- Consistent change management that also takes into account the impact on users and processes.
- Transparent communication with all stakeholders to build trust and minimise uncertainty.
A key success factor: the separation must not only be considered from a technical perspective – it must also ensure operational suitability for everyday use. To this end, it is advisable to base the approach on methods such as user journey mapping in order to take the user’s perspective into account.
Ensuring technical operability: what matters in everyday IT during the carve-out
Even if project plans, governance and migration architecture are all in place, if IT operations fail, business success will falter. That’s why those responsible for carve-out planning should not only think about the big picture, but also about the day-to-day IT processes that keep operations running day after day.
Some critical aspects of operational activities:
- Helpdesk & support organisation: Who will help users from day one? Will the existing helpdesk continue to be used (e.g. via TSA), or will new first/second-level support be set up? Clear escalation paths and service hours are a must.
- Access to central systems & networks: For example, is access to SAP, CRM or file servers regulated via VPN? How does access to email and calendars work?
- Monitoring & system availability: Central services (e.g. databases, interfaces, print services) must be actively monitored.
- Patch & release management: Responsibilities for updates, security patches and new releases must be clearly defined.
- Backup & restore concepts: System recovery should be tested regularly – especially during the transition to new environments (e.g. cloud).
Conclusion: Securing operations in detail reduces friction losses – and gains time for sustainable integration.
Planning transitional solutions and TSAs correctly
While the IT of the outsourced unit is being set up, transitional service agreements (TSAs) ensure ongoing operations. These transitional agreements regulate which IT services the parent company will continue to provide for a limited period of time – such as infrastructure access, licences, support or hosting.
Important:
- Early planning of TSAs – preferably already in the preparation phase.
- Clearly defined services and terms to avoid misunderstandings and cost explosions later on.
- Minimising dependency: The shorter the TSA term, the greater the independence of the new company.
Contingency plans should also be in place in case services are not provided as agreed – for example, through temporary cloud solutions, local workarounds or additional service personnel.
Practical example: E.ON/innogy – business continuity in practice
A particularly illustrative example is the integration of large parts of innogy into the E.ON Group. Under considerable time pressure, over 34,000 employees and more than 6,000 applications had to be transferred to a new, stable system landscape – while business continued as usual and without any loss of performance.
mgm consulting partners supported this major project. The decisive factors here were:
- An early structured IT integration programme with clear responsibilities.
- Seamless transitional solutions that met both operational and regulatory requirements.
- A finely tuned interplay of technology, operations and communication – including multiple test runs before go-live.
The result: supply, internal processes and communication channels remained stable despite organisational upheavals.
If you would like to find out more, we recommend our podcast IT transformation at E.ON – insights into one of the largest mergers in the energy industry.
Recommendations for SMEs and corporations summarised
Whether you are an SME or a corporation, the following principles have proven their worth:
- Involve IT early on: IT should be part of the M&A core from day one.
- Plan operations in detail: Not only systems and data – service, support and communication must also be secured.
- Build transitional architectures: Transitional solutions such as TSAs or temporary cloud structures should be pragmatic but stable.
- Actively involve stakeholders: The clearer the communication, the less friction there will be.
- Run through tests and go-live scenarios: Only those who have tested their systems under real conditions can start with confidence.
Conclusion: Stability can be planned – when IT, operations and project management work together
Carve-outs are highly complex, but they don’t have to be a shot in the dark. Those who set the course early on, consider technical and organisational aspects together and secure IT operations with foresight can master even major upheavals without interrupting operations.
Your advantage: Business continuity does not become a matter of chance, but a plannable strength in the M&A process.
Further information on our consulting services can be found on the website of mgm consulting partners.
