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Selling of Company Parts
Introduction to
Framework Carve Out
Carve out
Content
Lucentis Consulting
Our approach
Hard stuff – general approach
Our approach
Our approach
Carve Outs are about business and financials …
but not only that…
We approach Carve Outs not only via the
har...
Focus
Focus on People
People do the work
People are the voice and representatives of the company
People make the differenc...
Focus
Focus on Engagement
Management lead by example (certainly in times of tension, change …)
Management inspire employee...
Focus
Focus on Communication
Transparant communication from top to bottom and up…
Making clear agreements and goals
Inform...
Hard Stuff – General approach
Overall Goals of Carve Out
Maintain, regain trust from stakeholders (employees, business partners,
mgmt, customers, public...
Questions to manage a Carve Out
What are the major parameters and guidelines from the Selling Company for the
divestment? ...
Stakeholders and Interests
•Price/Max value for the business
•Continuity of the sold business
•How to keep employees in bu...
Types of Carve Out
Stand-alone carve-out
Carve-out object as a stand-alone organization without
integration into the buyer...
Phases of Carve Out
Emotional
journey
Personal/Individual
Processing
Team/Organisational
Processing / Sales
Prep
Buyer
ann...
Phases IT Carve Out
IT Carve Out Strategies
Retention: IT remains at the parent
company
Transition: IT of the acquiring
company is used
Greenf...
Carve Outs
Strategy
Selling
organization
Subsidiary
Buying
organization
Transition
Data
extraction
• Business & IT staff
t...
Ideal IT cooperation model
IT elemens effected by carve out
Data Classes
Data class Criticality criterion
Personal data
• Critical according to the organizations guidelines and/or da...
General workstream 1
General workstream 2
IT Workstream plan
IT Workstream
template application intake
Name of the application
Frequency of use
User groups
Age of the application
Underlying and use...
Lessons Learned from IT Carve Outs
1. Build collaboration between the seller's carve-out team and the buyer's integration ...
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LUCENTIS CONSULTING Carve Out Framework V1.0

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Phases and approach for carve out assignments

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LUCENTIS CONSULTING Carve Out Framework V1.0

  1. 1. Selling of Company Parts Introduction to Framework Carve Out Carve out
  2. 2. Content Lucentis Consulting Our approach Hard stuff – general approach
  3. 3. Our approach
  4. 4. Our approach Carve Outs are about business and financials … but not only that… We approach Carve Outs not only via the hard stuff: Focus on People Focus on Engagement Focus on Communication
  5. 5. Focus Focus on People People do the work People are the voice and representatives of the company People make the difference Employees need respect & recognition Employees are valuable
  6. 6. Focus Focus on Engagement Management lead by example (certainly in times of tension, change …) Management inspire employees Engagement will lead to trust Trust is the foundation for teamwork Teamwork foresee in continuity Employees will be engaged when there is trust, results in cooperation and dedication Utterly: To have a team that’s WILLING to work WITH
  7. 7. Focus Focus on Communication Transparant communication from top to bottom and up… Making clear agreements and goals Inform the target group on a regurarly bases Take time for an informal walk & talk Celebrate succes Communication result in commitment
  8. 8. Hard Stuff – General approach
  9. 9. Overall Goals of Carve Out Maintain, regain trust from stakeholders (employees, business partners, mgmt, customers, public) Maintain, regain capacity to act (individually, as teams, as orginanisation) Support Management leading in times of transition Foster orientation in an ambiguous, threatening and therefore stressfull situation for the organisation Foster a proactive spirit of optimism attitude in the relevant organisation Change view on situation – to open perspective and opportunity mindset Carve out the strengths of the to be sold company to be able to harvest and build on them inside the new company
  10. 10. Questions to manage a Carve Out What are the major parameters and guidelines from the Selling Company for the divestment? Where do they come from? What are the concrete specific, precise goals for the divestment beyond “achieving the greatest monetary value for the Selling Company”? Who are the key-stakeholders, what are their main interests? Who has set up the divestment time plan and based on what? What are the milestones in the process? From the Selling Company’s management point of view, what’s possible/thinkable? What’s not? How much involvement of /participation of /openess to the affected management/organisation is acceptable? If none, what speaks against partially involving? What’s the magnitude of trust in the loyalty of affected managers? Why? What are the greatest risks in the divestment process? What’s planned to prevent them from happening?
  11. 11. Stakeholders and Interests •Price/Max value for the business •Continuity of the sold business •How to keep employees in business and motivated •Reach an agreement with the buyer, and what’s acceptable for employee representatives •Keep the time of insecurity as short as possible Selling Company - To be sold organisation - To be sold mangement •Get the best package/result for the to be sold organisation •Balance the interest of remaining and leaving employees = Tension Field!! •Stay with the organisation – avoiding the unknown •Respect from the selling organisation •Clarity and transparancy during the sales process •Securing the health of the NewCO Employee Representatives Affected Employees •Gain maximum value for money •Understanding of the business •Reach maximum transparancy about the to be bought business •Strenghts/Weaknesses of the business •Strategic fit •Keep the time of insecurity as short as possible Potential Buyers
  12. 12. Types of Carve Out Stand-alone carve-out Carve-out object as a stand-alone organization without integration into the buyer Merger carve-out Third party organization as buyer of the carve-out object Joint venture carve-out Fusion of two equipollent organizations to a new organization
  13. 13. Phases of Carve Out Emotional journey Personal/Individual Processing Team/Organisational Processing / Sales Prep Buyer announcement Prepare for buyer & integration Day One – Legal Transfer Time CapacitytoAct Phase 1 Pre- announcement of selling intention Phase 2 Announcement of selling intention Phase 3 Buyer Search Phase 4 Buyer annoucement Phase 5 Integration preparation Phase 6 Day One
  14. 14. Phases IT Carve Out
  15. 15. IT Carve Out Strategies Retention: IT remains at the parent company Transition: IT of the acquiring company is used Greenfield: IT is built from scratch
  16. 16. Carve Outs Strategy Selling organization Subsidiary Buying organization Transition Data extraction • Business & IT staff training • Business process adjustments • IT adjustments • Data import New-build Data extraction • Business & IT staff training • Business process adjustments • Data import • Interface development Retention Data access separation • Interface development • Interface development
  17. 17. Ideal IT cooperation model
  18. 18. IT elemens effected by carve out
  19. 19. Data Classes Data class Criticality criterion Personal data • Critical according to the organizations guidelines and/or data protection regulations of the governments • Critical if data is kept in a personal data IT system (person’s name in conjunction with birth date, salary, biography, etc.) • Not critical if data reveals general communication details (e.g., E- mail, addresses, company phone number, user identification) Organizational data • Critical if classified as being critical by at least one of the participants due to business interests • Critical if data is considered confidenfial or secret • Critical if data is internal but business departments decide it has to be accessed exclusively • Not critical if data is publicly available Anti-trust data • Critical if data allows conclusions about non-public information of an organization's competitive behavior, business areas, internal details (e.g., purchase price, order quantity, delivery conditions, investments, research) Third-party data • Critical if data has to be treated confidenlialy in regards of a third party (e.g., supplier product design data, testing results, delivery reliability) • Critical if data reveals information about the quality of third parties products and services (e.g., quality reports)
  20. 20. General workstream 1
  21. 21. General workstream 2
  22. 22. IT Workstream plan
  23. 23. IT Workstream
  24. 24. template application intake Name of the application Frequency of use User groups Age of the application Underlying and used technology Input data from other systems used by the application Application architecture (standalone or highly integrated) Business relevance (business critical or business support for IPS) Number of licenses Application owner Location where the application is used and hosted Justification for application use (reason for keeping application alive at IPS)
  25. 25. Lessons Learned from IT Carve Outs 1. Build collaboration between the seller's carve-out team and the buyer's integration team 2. Allocate resources dynamically, leveraging external recources 3. Devote special attention to local differences 4. Design flexibility into Transitional Service Agreements 5. Establish a dedicated team to manage retention and support personnel transfers 1. Facilitate awareness of business dependencies on IT 2. Include IT leaders in strategic decision-making teams 3. Routinely review IT standardization and customization trade-offs 4. Maintain full and up-to-date documentation on the IT landscape 5. Include retention clauses in contracts for key IT personnel Managing Carve-out Projects Creating a Divestiture-ready IT Enviroment

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