Selling a piece is harder than selling the whole.

Longer, and the difference sits almost entirely in preparation. Once a carve-out is genuinely standalone-ready, the marketing and closing sequence runs much like any other sale. Getting it there is the variable.

How much longer depends on entanglement and on the form. A subsidiary with its own accounts, systems, and management adds little. A product line sharing a plant, a salesforce, and a general ledger can require months of construction before the first teaser goes out: carve-out financials built and reviewed, the services schedule scoped, the standalone cost base evidenced rather than estimated. Where the deal is structured as an asset sale, the consent and novation list is its own timetable, because every material contract that needs a counterparty signature is a party who now knows something. Groups consistently underestimate this phase, and the cost of underestimating it is not delay. It is launching early, taking indications against numbers that cannot be supported, and losing them in diligence.

The two sides want opposite answers, and the difference between them is worth real money. A buyer generally prefers assets; a seller generally prefers shares. Which you land on is a negotiated outcome, decided with counsel and tax advisors before marketing rather than during it.

A buyer prefers assets because it can leave pre-closing liabilities behind, take only what it wants, and step up the tax basis of what it acquires, which produces a deduction stream afterward. A seller prefers shares because the liabilities travel with the entity and the proceeds are taxed at one level rather than two. There are elections that let a buyer acquire shares and still obtain the step-up, and the whole negotiation then turns on who bears the resulting tax. That is a price term, not an administrative one, and it belongs in the letter of intent rather than in the definitive agreement. The number that should govern the decision is your after-tax net proceeds, not the headline enterprise value, and those two can rank the offers on your table differently.

In practice, almost always. Very few buyers can replace finance, payroll, systems, and distribution on the closing date. The question is not whether, but what, for how long, and at whose cost.

Treat the transitional services agreement as a commercial contract rather than an administrative annex, because that is what it becomes. Scope each service specifically, set an exit date and an extension price for each, define service levels you are actually able to meet, and price at cost plus a margin rather than absorbing it. Undefined services are how a seller ends up running someone else's back office for two years at its own expense, and how a divestiture that looked clean at signing keeps consuming management attention long after the proceeds have been spent. The strong position is to arrive with the schedule already drafted, which is also the position that shortens the negotiation.

It can, and that has to be modelled before the decision rather than after it. The unit takes its revenue and its direct costs with it; the overhead it was carrying stays behind and lands on everything else.

So the honest test of a divestiture is the pro-forma position of the remaining group, not the price achieved for the unit. That means quantifying stranded costs and the plan to remove them, checking which shared contracts lose volume-based pricing when the unit leaves, identifying customers who buy from both sides of the line, and being clear about which people go and what capability that removes. Where the analysis shows the parent is worse off in a way the proceeds do not cover, the right recommendation is not to sell, or to sell something else first. We would rather reach that conclusion in the design phase than in the second year of a transitional services agreement.