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Organization and strategy
Assets
People
Contracts
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BUSINESS VIEW
Support functions ( R & D , IT , Marketing , etc .)
Sourcing Production Logistics Sales
Separation concept for all relevant production assets and sites ( partly multiple product lines )
• Detailed description of properties in scope
• List of required tangible production and R & D assets
• Stand-alone production concept for carve-out business
Personnel concept for stand-alone viability of the carve-out business
• For each function incl . breakdown of required number of employees
• Personnel list with key employees for the business
Separation concept for all intangible assets / contracts incl . ringfencing of shared assets
• List of purchase and sales contracts / agreements
CARVE-OUT DESIGN SUMMARY ( CODS )
Defines divestment business fulfilling legal requirements within a merger control process [ 1 ] ( e . g . basis for clearance proposal ) as well as all businessrelated needs ( e . g . basis for due diligence and integration plan )
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In a merger with competition concerns , antitrust authorities initiate a merger control process , potentially demanding remedies . [ 2 ]
Thereby , Clean Teams develop the carve-out and clearance concept e . g . for single product lines to obtain clearance from antitrust authorities .
The final carve-out design summary is the central document used for :
• Remedy proposal by legal counsels for antitrust authorities
• Due diligence for potential buyers
• Asset purchase agreements
• Integration plan
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• List of Intellectual Property Rights ( IPR ), e . g . patents , trademarks or licenses |