How AI Stripped the Secret Sauce Out of Software M&A Codebases
Cooley partner Danielle Fortier shows why AI commoditization ended code hoarding in software carve-outs, shifting deal focus to customer relationships.
The Vendor Trap That Derails Corporate Carve-Outs
With Kison Patel, Danielle Fortier · Sunday, October 11, 2026
Cooley partner Danielle Fortier breaks down the structural and operational mechanics behind corporate carve-outs, explaining why vendor contracts and shared systems derail deal timelines far more often than headline assets. She outlines best practices for scoping entanglements pre-LOI, establishing early TSA pricing and duration, and avoiding prolonged operational reliance on sellers. Fortier also examines how artificial intelligence has altered source code sensitivities in software carve-out transactions.
Key takeaways
- Cooley partner Danielle Fortier notes that software carve-out negotiations rarely stall over proprietary source code isolation or repository duplication anymore. Read more →
- In a standard equity acquisition, buyers inspect audited financials and lean on high materiality thresholds, but corporate carve-outs collapse when minor vendor agreements and shared productivity tools get overlooked. Read more →
- Cooley partner Danielle Fortier notes that persistent valuation gaps between buyers and sellers have replaced the whole-company acquisitions common during 2020 with targeted asset carve-outs. Read more →
- Buyers and sellers regularly face a 15-month duration mismatch, with buyers expecting 18 months of operational runway while sellers plan to exit after 90 days. Read more →
- Cooley partner Danielle Fortier marks over-relying on Transition Services Agreements (TSAs) as the primary operational trap in corporate carve-outs, where deal teams treat transition schedules as catch-all buckets for diligence gaps. Read more →
- Enterprise cloud contracts rarely split cleanly. Danielle Fortier of Cooley notes that corporate parents typically run multiple product lines under a single account across platforms like AWS or Azure. Read more →
6 articles from this episode
Cooley's Diligence Road Map for Carve-Out Entanglements
Cooley partner Danielle Fortier outlines how operational entanglements and TSA schedules make or break corporate carve-out deals.
Why Buyers Are Carving Up Stalled Corporate Auctions
Cooley partner Danielle Fortier explains why valuation gaps are pushing private equity buyers toward corporate carve-outs after broad auctions stall.
Why Carve-Out TSAs Fall Apart After the LOI
Danielle Fortier explains why transition services agreements must be priced and timed at the LOI stage to avoid 15-month deal divides.
Danielle Fortier: Why Over-Relying on TSAs Derails Carve-Outs
Danielle Fortier explains why treating TSAs as deal catch-alls creates operational failure post-close and how carve-out buyers can stay in control.
Cloud Contracts Break Carve-Out Timelines
Cooley's Danielle Fortier explains why enterprise cloud accounts and shared vendors delay carve-out closings longer than core assets.
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