This agenda belongs to the separation planning guide, which explains why entangled legal-entity archives are easy to miss. Rights after closing are covered in the carve-out data separation guide. This page is for running the meeting.
Setting up the separation conversation
Separation teams are short of time. Make the invite small and specific.
- Purpose line. "Thirty minutes on which historical records belong to {separated company} before Day 1. Description only; nothing is shared." People answer more openly when they know no files will be requested.
- Timing. After the separation agreement's data schedule is drafted but before it is signed. Earlier, nobody knows the allocation; later, it is fixed.
- Chair and timekeeper. You chair. Ask the separation management office lead to keep time.
- Notes. One table: block, answer, who gave it, open item. Record systems and entities, never record contents.
- Parking lot. Day 1 IT cutover tasks, TSA pricing and employee transfer logistics go elsewhere. This meeting looks at history.
| Seat | Why they are there | Blocks |
|---|---|---|
| Separated business's designated CEO and general manager | The general manager knows what the business created; the CEO decides whether to talk to SourceX | 1, 2 and 5 |
| Separation management office or data workstream lead | Owns the data ownership matrix and the Day 1 plan | 1, 3 and 4 |
| Parent's IT lead for shared platforms | Knows which systems serve several divisions | 3 |
| Deal counsel (or a note from them) | Knows how the agreement allocates records and copies | 4 |
| Carve-out finance lead | Knows how costs and records were allocated for the carve-out financials | 3 |
Run sheet: five blocks across 30 minutes
Illustrative. A 260-person environmental testing laboratory business is being separated from a multi-line engineering group. The advisor runs this agenda while the data schedule is still in draft, and the answers below are invented.
| Minutes | The block's question | Who answers | A good answer sounds like |
|---|---|---|---|
| 0-5: Day 1 and service dates | When is Day 1, and how long will transition services keep shared systems running for the separated company? | SMO lead | "Day 1 is set; the lab keeps using the group ERP and email under a transition services agreement for a fixed period." |
| 5-11: whose records | Can an owner identify which records belong to the separated company? | General manager and SMO lead | "Yes for the lab's sample tracking system; client project folders on the group file share are not sorted yet." |
| 11-18: shared systems | For each shared system, which legal entity employed the people who created the records and held the customer contracts? | IT lead and finance lead | "Test results were produced by lab staff on the lab's own payroll; project folders mix lab and engineering work for the same clients." |
| 18-25: copies and sign-off | Which record sets will the parent keep copies of, and who signs off the sort? | Counsel and SMO lead | "The group keeps copies of shared finance and HR records; the lab director and group counsel sign off." |
| 25-30: decision | Would the separated company like to hear how licensing of approved business data works, and who would lead it? | Designated CEO | "Yes. I lead, with our incoming CFO copied." |
When a block runs long, the timekeeper calls it, you note the open point with a name, and the meeting moves on. If two blocks overrun, shorten block one, never block five.
What to listen for when systems are shared
Block three is where most of the 30 minutes earns its keep. A file share or ERP used by the lab and the engineering teams alike cannot be handed to either side whole, so steer the discussion away from systems and toward three entity facts: who employed the people who produced the records, which entity signed with the client, and which entity paid for the tool.
Employment. Lab chemists hired through a group employing company leave their email and files under the group's name, however lab-specific the content. Write the point down and move on; the meeting is not the place to settle it.
Allocation work already done. Ask the finance lead whether system costs have been split by business yet. Under SEC staff guidance, carve-out income statements are expected to carry every cost of running the subsidiary, parent-paid expenses included, with a reasonable allocation method used when costs cannot be traced directly. A finished allocation of, say, ERP and file-share costs between lab and engineering is a ready-made map of whose records sit where. You only need to know it exists.
Volume and years. For each record set, capture rough volume and the years covered, in plain words: "twelve years of sample results," "about 25,000 client projects since 2014."
Answers that point to a stalled sort
| What you hear | What it usually means | Ask next |
|---|---|---|
| "IT is handling data." | The sort is being done by system, not by entity | Who decides ownership of mixed records, and by when? |
| "We'll sort it after Day 1." | Shared records may stay with the parent by default | Does the agreement's data schedule say anything about historical records? |
| "The parent keeps everything for tax." | A retention duty is being read as ownership | Who owns the records, as opposed to who keeps a copy? |
| "Most staff move over on Day 1." | Employment changes, but historical mailboxes may not move | Where do the transferring staff's historical files sit? |
| "Counsel hasn't looked at records." | The allocation question has no owner yet | Who on the deal team should take it? |
Row three causes the most confusion in the room. The IRS tells taxpayers to hold records for as long as the limitations period on the related return lasts, usually three years with longer periods in specific cases, and at least four years for employment tax records. That justifies the group keeping a copy for its filings; it says nothing about which entity may license the records. Leave that to counsel now and to SourceX's rights review later.
Closing the meeting on a decision
Before block five, say three things plainly. What SourceX does: it licenses approved business data directly from companies for AI training and evaluation, and manages agreement, rights review, data preparation, delivery and payout. Your interest: you are a SourceX referral partner; if a qualifying license completes and every payment condition is met, SourceX may pay you a reward that is funded separately and never deducted from the separated company's payout. Fit: the separated company itself needs 50+ full-time employees at peak (contractors excluded), a documented operating history, rights to license the records and an authorized contact. Companies in the U.S., Canada and the EU qualify, as do companies in the UK, Australia, New Zealand, India, Singapore, South Africa, Latin America, the UAE and Saudi Arabia when at least 90% of the data is in English.
| Outcome | When it fits | Recorded by | Then |
|---|---|---|---|
| Introduce now | The entity holding the records is clear, headcount fits and the GM opted in | Chair | Send the separation planning introduction email |
| Revisit after a date | Shared rows are unresolved or the data schedule is unsigned | SMO lead | Tie the follow-up to signing or to Day 1 |
| Stop | The GM declines, or the agreement leaves the records with the parent | Chair | Note the reason; the separation continues unchanged |
What stays unknown until SourceX reviews it: SourceX's current data needs, the rights review outcome on shared rows, any offer and any reward. Sign the Channel Partner Agreement before submitting. Attribution goes to the first valid introduction within the 90-day window, credited when the company submits a verified application, one partner per company. A reward becomes payable after SourceX has paid the referred company under its signed agreement and the payout conditions in the program terms are met, including finance approval and your tax and payment details.](/rewards) lists each condition. Open items go to the archive context checklist. For more on the role, see divestiture advisor referrals; the sell-side kickoff agenda and portfolio review agenda use the same timed format.
Next step
Refer a company. Earn up to $100,000. Default reward: 25% of Actual Supplier Payout, capped at $100,000 cumulatively per referred company. Eligibility and payment conditions apply, and a signed Schedule A or addendum can differ. A lead, meeting or signature alone does not trigger payment.
If the meeting closed on "introduce now" for an entity that clearly holds its records, register as a partner, check it on who qualifies and read the program terms before you write.