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A divestment needs the people who understand how the business works. So does the business they leave behind. A separation management office settles that tension. It names one owner, reports into the group chief financial officer, and resolves each seat in turn: second an internal expert, backfill the role, or bring in outside capacity. Groups that skip this decision usually find out through slipped reporting cycles in the business they keep.

After approval, somebody has to staff the programme

A European industrial group signs off a divestment in the spring. By summer the two sides agree the perimeter. Now somebody has to name the people who will run the separation. The finance workstream needs the controller who knows how the divested entity really allocates its costs. The HR workstream needs the person who holds the works council relationships. Each of those people already has a full-time job inside the business.

This happens often. Deloitte counts 908 divestitures above USD 100 million globally in 2025, from its analysis of S&P Capital IQ data as of 8 December 2025. The same Deloitte study names execution gaps in separation readiness, regulatory planning and leadership alignment. It lists stranded costs and transition services agreement complexity among the causes of post-close value erosion. Groups keep doing separations. They draw the capacity to run them from businesses that still have to trade.

Scale makes the arithmetic visible. Сименс Энерджи began the legal and operational separation of its Transformation of Industry business in August 2026. That unit becomes a standalone company, Omterra. It carried FY2025 revenue of EUR 5.7 billion, around half of it service revenue, and an installed base of more than 85,000 units. The separation continues rather than completes, which is the normal condition for most of a programme's life.

Why a multi-country perimeter is harder to staff

A perimeter spanning several countries cannot run on functional workstreams alone. Each statutory entity carries its own transfer, registration, employment and tax steps. A separation covering plants in Poland, Czechia, Hungary, Slovakia, Romania or Serbia therefore needs a workstream per jurisdiction. It still needs the functional workstreams for finance, IT, HR, legal, operations and tax. The group functions that would supply those leads sit in Germany, France, Switzerland or Austria. The people who know what a given plant depends on locally do not.

The law adds load. The EU Transfers of Undertakings Directive 2001/23/EC transfers an employee's contract automatically, on the same terms, when an undertaking or part of an undertaking changes hands. Nobody disputes that principle. The consultation, documentation and works council engagement still run entity by entity. The same HR and legal people the retained business relies on carry that work.

Duration compounds it. EY and Goldman Sachs examined around 160 global transactions between 2012 and 2022. Each separated business carried a market capitalisation above USD 1 billion. More than 60 per cent took longer than nine months from announcement to close. A secondment agreed against a short programme turns into an open-ended absence.

How to recognise that the retained business is running short

The first signals rarely show in the programme's own reporting. The programme usually meets its milestones. The signals show in the business that stayed behind:

• Month-end close slips by a few days, and the explanation changes each cycle.

• Decisions that a functional lead once took now reach the group chief financial officer.

• Finance and IT vacancies stay open because the hiring manager sits on the deal.

• Two or three people cover their own role and half of someone else's.

• Resignations start in the layer immediately below the seconded managers.

Each of these looks ordinary on its own. Together they show that the programme took capacity out rather than adding it. The group then runs a divestment and an unplanned reduction in its own operating strength at once.

What a credible separation management office requires

The first requirement is one named owner. A separation management office reports into a steering committee, with the group chief financial officer as ultimate owner. That structure behaves differently from a committee that meets fortnightly and hands out actions. The test is simple. Ask one person why a jurisdiction workstream is late. They should answer without consulting three functions first.

The second requirement is an explicit staffing decision for every seat, settled before the programme starts. For each workstream lead the group has three options. It can second the internal expert and backfill the role they vacate. It can second them and accept a defined reduction in that function for a stated period. Or it can leave them in post and bring programme capacity in from outside.

Carve-out governance: who leads and who keeps operating responsibility

Carve-out governance works when two different people hold the two jobs. The divestment lead runs the programme and reports to the steering committee. The functional leaders who stay in post keep operating responsibility for RemainCo. The group measures them on that, not on programme milestones. Where one person holds both roles, the programme usually wins. It has a completion date and the business does not.

Regulated remedy divestitures show what a formal split of these roles looks like. The Европейская комиссия model texts for divestiture commitments define a Hold Separate Manager. That person runs the divestment business day to day, under the supervision of a Monitoring Trustee. The texts also provide that the committing parties should not employ the Hold Separate Manager for two years after transfer.

On timing, WilmerHale records that the Commission normally considers a first divestiture period of around six months, which the parties control, plus a further three months for the trustee divestiture period. These provisions apply only where a regulator orders a divestiture as a remedy under the EU Merger Regulation. They offer no template for a commercial sale. They do make one point plainly. Where somebody must satisfy a regulator that a business still runs properly through a separation, the answer is a dedicated person who runs nothing else.

The divestment programme structure a seller side separation needs

Sellers often start from a weaker position than they expect. EY surveys C-level executives each year for its Global Corporate Divestment Study. It reports that 79 per cent of companies say their most recent divestment missed price expectations. It also reports that 78 per cent say they hold assets too long. Both figures cover global respondents, and both come from EY's own study.

A workable divestment programme structure on the seller side does three things. It names the owner and the workstream leads before the group picks a buyer. It records, for each secondment, what happens to that person's existing role and for how long. And it staffs the jurisdiction workstreams with people who hold local operating knowledge. Group reporting will not describe what a plant in Slovakia or Romania actually relies on.

Часто задаваемые вопросы

What is a separation management office?

A separation management office is the programme structure a seller uses to run a divestment. It covers the period from approval through completion to the end of transition services. It works like a programme office. One accountable owner, functional workstreams for finance, IT, HR, legal, operations and tax, and a workstream per jurisdiction where the perimeter spans several countries. It reports into a steering committee, with the group chief financial officer as ultimate owner.

Who should lead a seller side separation?

A divestment lead who reports to the group chief financial officer. The role needs authority to set programme priorities across functions, not simply to coordinate them. Where a group runs a standing corporate development function, the lead should come from there. The capability already exists, and nobody leaves an operating role. Where no such function exists, the group chooses between removing an operating leader and bringing capacity in.

How does a group staff a separation management office?

Seat by seat, with a decision it records for each. Finance, IT and HR usually go first and stay longest. For each secondment the group decides between three routes. It backfills the vacated role. It accepts a stated reduction in that function for a defined period. Or it leaves the person in post and resources the workstream from outside.

How long does a separation programme run?

Longer than the transaction. EY and Goldman Sachs examined around 160 global transactions between 2012 and 2022. Each separated business carried a market capitalisation above USD 1 billion. More than 60 per cent took longer than nine months from announcement to close. The programme then continues through the transition services agreement period. Plan committed capacity against the end of transition services, not against completion.

What happens to the retained business while the separation runs?

It carries the same commercial obligations with fewer of its senior operators. Three protections help. Decide a formal backfill for every secondment. State clearly that operating responsibility stays with the people who hold it. And give the retained business a route to raise a capacity problem with the steering committee rather than absorbing it quietly.

Связанные знания и дальнейшие шаги

Two related situations sit elsewhere: the carve-out leadership gap in a newly separated company, and how a plant holds performance through a multi-country divestment. Both describe the entity the group sells. This article describes the group selling it.

The decision in front of a group chief financial officer is narrow. Staff the separation from inside and accept a measurable reduction in the retained business for the programme's duration. Or resource from outside the workstreams most likely to run long, usually systems and human resources. Large groups with a standing corporate development function already hold this capability and should use it. The question turns real for a first-time separator, or for a group whose weakest workstreams are the ones that tend to overrun.

Where the answer points outside, it usually means a small number of experienced executives in named programme seats for a defined period, not a team supporting one. CE Interim, part of Valtus Alliance, works with groups in Germany, France, Switzerland and Austria running separations across Central and Eastern Europe. A CE Interim Partner can help define which seats genuinely need someone from outside and which do not.