Divestiture transactions prove far more challenging to most companies than acquisitions. Fenwick has advised on some of the largest and most complex divestiture transactions in the technology industry. Rationalizing core assets and business lines from those that are less strategic is a complex undertaking, requiring experienced counsel with depth in corporate transactions, tax structuring, intellectual property and employee compensation. We are expert project managers, and can assist clients to establish processes to avoid any surprises or roadblocks in these complex transactions. We have extensive experience advising corporations in separating physical assets, intellectual property and contracts into coherent businesses with requisite go-forward rights and obligations; tax-optimized carve-out structures under Section 355; and establishment of equity incentive plans, executive employment agreements and retirement and health benefit plans for both the divesting and divested entity.