Asset carveouts are high-stakes moves. Companies pursue them to unlock value, streamline operations or focus on core businesses. Done right, they create opportunities. Done wrong, they derail timelines, disrupt teams and erode deal value.
Global carveouts, in particular, do not forgive guesswork. They are not for the faint of heart. They expose weak assumptions, buried risks and geographically scattered teams. They force leaders to confront the complexity they often never see until the deal is already underway.
That’s why our recent webinar ‘Navigating HR Challenges in Global M&A Carveouts’ drew such strong engagement. It immersed participants in the real world of messy transitions, tight deadlines and global workforce moves that can make or break a deal.
The session brought together experts who navigate this complexity every day—and design solutions that keep deals on track:
- Andrew Lindquist, Head of M&A Services, GoGlobal
- Sariah Lutkin, Director, M&A and Special Projects, GoGlobal
- Chuck Moritt, Partner, M&A Advisory Services, Mercer
- Dylan Roberts, Founder and Principal, PPL
Each of these speakers has guided clients through carveouts spanning dozens of jurisdictions. They know where deals succeed. They know where they break. Most importantly, they know that HR readiness drives both outcomes.
In this recap, we share their most actionable insights. Our goal is to provide practical guidance for moving people across borders without disrupting business continuity or deal value.
The People Side of Carveouts: Where Risk Hides
Andrew opened with a clear message: Your workforce strategy either strengthens the transaction or weakens it.
Compliance gaps pull value down. Bad assumptions create delays. Unclear roles drain momentum.
Cross-border carveouts demand precision because no two countries behave the same way. Each has unique rules that affect notice periods, worker transfers, benefits and tax obligations.
That means leaders need a global map of what will happen to every employee on day one.
But most teams lack this map. They work with incomplete data or outdated assumptions. That leads to two common blind spots:
- Underestimating how long workforce transitions take
- Overlooking employees who fall outside standard transfer structures
Both problems surfaced repeatedly during the discussion. But both problems are solvable when addressed early.
The HR Blind Spots That Derail More Deals Than Financial Issues
Sariah took the audience back to the beginning of the carveout journey.
She explained that HR issues often feel invisible at the start. Teams instead focus on financials, assets and systems. People come later. But “later” is always too late, according to Sariah.
She outlined three early-stage pitfalls:
- Assuming employee data is accurate. Data rarely arrives clean. Titles do not match responsibilities. Locations conflict with payroll. Start dates differ from contractual records. These gaps matter because they shape notice periods and termination risks.
- Relying on internal teams who lack cross-border experience. Domestic HR teams know their market. But carveouts require awareness of rules across 2, 10, 20 or more countries. That’s a different skillset. It demands hands-on knowledge earned through direct experience.
- Believing that standard templates will work everywhere. Global consistency is helpful, but regulations block uniformity. A process that works in Germany fails in India. A strategy that fits Japan unravels in Brazil. Precision wins. Generalization loses.
Sariah’s core message was simple but bold: HR readiness is not optional. It is the framework that protects both sides of the transaction.
Tackling the Greatest Operational Risk: Orphaned Employees
Dylan stepped in to tackle one of the most misunderstood challenges: orphaned employees.
These people sit inside the asset being sold, yet no local legal entity moves with it. That leaves them without a local employer unless planned for.
Almost every global carveout includes orphaned employees. They hold local knowledge. They manage customers. They run essential processes. They deliver the value of the deal. Losing them impacts performance on day one.
Chuck explained that these individuals need a clear home. Without one, they fall into limbo. That limbo disrupts operations and erodes deal value before the ink dries.
He shared three strategies that reduce this risk:
- Map every affected employee by legal entity and function
- Build tailored transfer models for each jurisdiction
- Establish interim solutions that protect business continuity, such as an Employer of Record (EOR) or Non-Resident Payroll (NRP)
Leaders often ask whether they can delay decisions about orphaned employees. Dylan did not mince words: No.
When it comes to orphaned employees, decide early on how to address the gap or deal with mass disruption later.
TSA: It Doesn’t Resolve Every Gap
Chuck addressed another assumption that slows deals down. Many teams believe their Transition Services Agreement (TSA) will cover every workforce gap. It will not.
A TSA bridges the transition. It does not replace the need for a long-term operating model. It also does not override compliance rules in each country.
Chuck broke down the limits. A TSA does not:
- Fix missing employee structures
- Ensure local labor rules
- Keep key employees from leaving
- Repair unclear governance
He explained that TSAs work best when teams treat them as short-term scaffolding rather than a full solution. They hold things in place while the new entity builds stable foundations.
This truth helped the audience reset expectations. TSAs are tools, not safety nets.
Employee Experience Shapes Retention and Deal Stability
Carveouts generate uncertainty. Employees wonder who their employer will be or how their role may move forward. They ask whether benefits change. They especially feel the tension when leadership delays answers.
Sariah and Dylan both stressed that communication must start early and stay steady. Silence is expensive. Turnover rises. Productivity drops. Trust fades.
The group offered a simple but practical communication playbook:
- Explain what is known and what is still evolving
- Give employees a timeline for future updates
- Support managers with clear talking points
- Be direct about how the transition affects daily work
- Reinforce that operations continue without interruption
The message was clear: protect morale and you protect value.
Real-World Carveout Lessons
Our speakers shared war stories that hit close to home for anyone who has managed global restructures. Each one carried a lesson that leaders can use immediately.
- Lesson 1: Data issues grow when ignored. A company assumed its HR data was reliable. It was not. Notice obligations were longer than expected in several major markets. The deal timeline expanded. Costs jumped. Early review could have avoided both.
- Lesson 2: Local labor rules beat global playbooks every time. A US-based team tried to apply a uniform transfer model across 15 countries. Rejections poured in. The team had to rebuild the entire plan under pressure.
- Lesson 3: Orphaned employees destabilize operations fast: A core operations group was on employer-sponsored visas. It was overlooked that their existing visas had to be cancelled by the seller before the buyer could file new ones. Without valid work authorization, they were prohibited from working on day one. The buyer lost two weeks of output.
- Lesson 4: TSAs collapse without clarity. One TSA assumed the seller would manage payroll. The seller thought the buyer had taken ownership. Payroll failed. Employees lost trust before the new company even launched.
These stories were not shared for shock value. They were shared to show the reality behind global carveouts. When teams plan early and act with precision, these issues disappear.
What Leaders Should Do Next
The webinar left the audience with a practical action list. This advice applies whether you are buying, selling or advising.
- Start HR planning at the same time as financial planning. People issues affect every deal milestone. Bring HR into the process early.
- Review employee data with a skeptical eye. Assume it needs cleaning. Verify everything.
- Build country-by-country transfer strategies. Avoid shortcuts. Distinct rules require distinct solutions.
- Identify orphaned employees now, not later. They hold critical knowledge that can make or break the deal. Protect them.
- Design TSAs that support, not replace, your long-term plan. They are temporary tools. Use them wisely.
- Build a communication strategy that respects employees. Clarity keeps teams engaged through transition.
This list appears simple. But it demands discipline. It requires leadership teams to confront complexity head-on, as well as expert advisory.
Our Role: Showing Up For The Hard, Unromantic Work
Throughout the session, one theme stayed constant. Carveouts are complicated. They bring risk, noise and uncertainty.
The good news is they are manageable when guided by people who know the terrain.
GoGlobal and its M&A team step into the messy parts. We clean data. We map workforce risk. We build jurisdiction-specific strategies. We manage onboarding and compliance across borders. We protect operations so your leaders stay focused on the deal itself.
We do this because global workforce transitions are the backbone of successful carveouts. They are the boring but important work that keeps the business running.
Our team delivers this work with confidence earned through years of experience across continents and industries.
Global Carveouts Reward Bold Clarity
Leaders who thrive in global carveouts share one trait: timeliness. They confront complexity early. They do not wait for issues to surface. They face them head-on. They use expert support to stay ahead of the deal. They choose clarity over assumptions.
This was the message our speakers drove home. Global deals reward teams who prepare. They reward those who prioritize employees. They reward those who build transitions that respect local rules and global goals.
Thank you to everyone who joined us. We hope the session equipped you with the tools to navigate your next carveout with precision and confidence. The session is available for viewing here.
If you’re looking for deeper guidance, the GoGlobal M&A team is ready to help. We’ve seen these challenges. We’ve solved them. We’re ready to support your next big move.
Ready to discuss how EOR solutions can support your next M&A transaction? Connect with our M&A specialists to explore tailored strategies for your specific deal requirements.
