A carve-out in the M&A context is a partial sale of a business unit from a company. It is different from a straightforward M&A in that it is more complex with many more issues involved. With the rise of activist investors and the search for bigger returns, the pressure on businesses to focus on key products or jurisdictions has grown. Consequently, many transformational M&A transactions are being undertaken by large corporates and there is increased attention from management - and antitrust regulators - to ensure acquired assets have a strategic fit. This frequently results in non-core products or geographies - or in the case of mandated divestments by antitrust authorities, overlapping products - to be sold. Such sales are attractive to private equity purchasers, adding another layer of complexity and competitiveness to be managed. Structuring and managing these carve-out transactions is complex and this book focuses not only on the key differences in negotiating and drafting