Organizational Structure and Key Roles

Designing the Right Carve-Out Organization

The carve-out structure should be purpose-built around the separation’s specific scope, complexity, and timeline. Key considerations include:

• Speed to Execution: Organize for agility to make quick, high-quality decisions.
• Cross-Functional Integration: Ensure that all business functions (finance, legal, IT, HR, operations) are tightly coordinated.
• Clear Accountability: Assign explicit ownership for each workstream and major deliverable.
• Executive Sponsorship: Maintain direct access to senior decision-makers to resolve escalations.

Core Components of the Carve-Out Organizational Structure

• Executive Steering Committee
  Provides overall sponsorship, strategic guidance, and major decision-making authority.
  Typical members: CEO, CFO, General Counsel, Chief Strategy Officer, Business Unit Head.
• Carve-Out Program Management Office (PMO)
  Acts as the central coordination hub, integrating all workstreams and reporting progress to the Steering Committee.
  Led by the Carve-Out Program Lead and PMO Manager.
• Functional Workstream Teams
  Each key function establishes a dedicated workstream team to execute separation activities, supported by a workstream leader.
  Examples: Finance, Legal, IT, HR, Supply Chain, Commercial, Communications, Risk/Compliance.
• Separation Management Office (Optional)
  In highly complex or multi-asset carve-outs, a secondary office reporting to the PMO may be established to oversee local or regional efforts.
• Transition Services Management Team (if TSAs are required)
  Manages the design, negotiation, and delivery of transition services agreements between the parent and the carved-out entity.

Key Roles and Responsibilities

• Carve-Out Program Lead
  Overall accountable for delivering the carve-out on time, within budget, and within scope. Manages cross-functional coordination and stakeholder alignment.
• PMO Manager
  Handles day-to-day execution of program plans, tracking of milestones, management of risks and issues, and consolidation of reporting.
• Functional Workstream Leads
  Own delivery of their respective function’s carve-out activities (e.g., Finance Lead delivers standalone financials, HR Lead delivers employee transfer plans).
• Legal Lead
  Manages legal perimeter definition, entity restructuring, contract transfers, regulatory filings, and litigation risk mitigation.
• Finance Lead
  Develops standalone financial statements, stranded cost analyses, TSA pricing models, and Day 1 financial controls.
• HR Lead
  Manages workforce transfers, employee communications, benefits separation, and retention initiatives.
• IT Lead
  Oversees system disentanglement, data migration, cybersecurity management, and new system stand-up where needed.
• Communications Lead
  Develops and executes internal and external communication strategies, including announcements to employees, customers, regulators, and investors.
• Risk and Compliance Lead
  Ensures regulatory, cybersecurity, and operational compliance across jurisdictions during and after separation.

Operating Cadence and Interaction Model

• Weekly PMO meetings with workstream leads to track progress and resolve issues.
• Biweekly Steering Committee meetings to review program status and approve major decisions.
• Daily stand-up meetings among critical teams during peak execution phases (e.g., Day 1 cutover).

Success Factors

• Early appointment of strong, experienced leaders with clear mandates.
• Tight alignment between PMO, functional teams, and executive sponsors.
• Regular communication loops with clear escalation paths.
• Willingness to adapt structure and resourcing levels as the program evolves.

Establishing a clear, disciplined organizational structure with the right people in the right roles ensures that the carve-out can be executed efficiently, while maintaining strategic focus and operational stability throughout the separation process.