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ARTICLE · 05 AUGUST 2025

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Carve-outs In The Aerospace & Defence Sector (Part II)

Taylor Wessing
Taylor Wessing
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Taylor Wessing

Founded in 1986 and formerly known as e|n|w|c Attorneys at Law, Taylor Wessing CEE today is the...

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In addition to the regulatory framework, which we already analysed in Part I of our specialist article, the structuring and operational implementation of a carve-out in the A&D sector is highly complex.

GermanyGovernment, Public Sector
Amir-Said Ghassabeh
Amir-Said Ghassabeh
Timo Stellpflug
Timo Stellpflug
Michael Brüggemann
Michael Brüggemann
David Klein
David Klein
Jan-Patrick Vogel
Jan-Patrick Vogel
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Structuring the Transaction and Operational Unbundling

In addition to the regulatory framework, which we already analysed in Part Iof our specialist article, the structuring and operational implementation of a carve-out in the A&D sector is highly complex. Typical issues relate to the choice of transaction structure, the handling of overarching structures (e.g. services, IT systems, IP rights) and the treatment of regulatory and governmental mandates. Errors or omissions in this area can lead to considerable delays and costs. The most important aspects of successful structuring and unbundling are outlined below.

Asset Deal vs. Share Deal

A key structural aspect is how the carve-out is legally implemented. There are basically two approaches:

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