Splitting a Company in Two: Carve-Outs, Divestitures, and the Brand That Has to Go Somewhere
By Casey Scott McKay ·
A carve-out asks a question nobody had to answer while the business was whole: which half owns this. This article works through the four categories every separation produces — assets that go, assets that stay, assets both sides need, and assets nobody can find — and explains why the third category causes most of the difficulty. It covers the house mark problem, transitional licences and why they always run long, entangled patent families, the software and data layer, the recordation exercise that outlasts the deal, and the migration milestones that decide whether the separation actually completes. It closes with the discipline that distinguishes a clean separation from a permanent entanglement.
IP and Technology > IP and IT in Corporate Transactions | Article | Published 21 May 2025 - Updated 5 August 2025 | Casey Scott McKay - marksy.us
The question that was never asked
While a business is whole, nobody needs to know which division owns a patent. The registers say the parent company; the internal allocation is a management convenience; and the question of whether the coatings group or the adhesives group "owns" a shared formulation never arises because both use it and neither is billed.
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