How to Structure a Divestment Without Harming the Rest of the Business

A divestment is technically and organizationally more complex than selling the entire business — because you need to draw a clear line between what comes with the deal and what stays with you. Here's how to approach it.

1. Define precisely what's being sold

Start with a sharp delineation: which assets, contracts, employees and customer relationships belong to the part being sold? Ambiguity here is the most common source of conflict later in the process — both during negotiation and after the handover.

2. Separate the finances

Can you isolate revenue, costs and earnings for the part being sold? If the accounts have so far been kept combined, you'll need to prepare a separate financial extract (often called a "carve-out statement"), so a buyer can assess the value of that specific part in isolation from the rest of the business.

3. Handle employees correctly

If employees come with a divestment, the rules in the Danish Transfer of Undertakings Act generally apply — employees have the right to continue on unchanged terms with the new owner. Clarify early which employees belong to the part being sold, and inform them well in advance and in accordance with the rules, once the timing is right.

4. Clarify shared resources

Does the part you're selling share systems, premises or employees with the rest of the business? Decide whether these resources should be duplicated, shared temporarily during a transition period (often regulated in a "Transition Services Agreement"), or whether the sold part should establish its own from day one.

5. Customers and supplier agreements

Review which contracts can be transferred directly, and which require consent from the counterparty. Some supplier or customer agreements contain clauses preventing transfer without approval — this should be identified early, so it doesn't become a showstopper late in the process.

6. Protect the rest of the business in the agreement

Consider whether a non-compete clause is needed to prevent the buyer of the divested part from competing directly with the rest of your business. Conversely, the buyer will often want equivalent protection from you.

Do you need help with the process when selling a business?

A divestment typically involves more moving parts than an ordinary business sale — financial separation, employee matters and contract transfers all at once. This is where the Advisory & Mediation package can be relevant, if you want an experienced sparring partner throughout the process.

Ready to list part of your business for sale? Create your listing.