Data Room for Carve-Outs and Divestitures in Canada (2026)

How it works in Canada

Canadian conglomerates, US parents with Canadian subsidiaries and Crown-adjacent businesses all divest units. A forest products company selling a sawmill in northern BC, a telecom selling a fibre unit or a bank selling a trust business face the same core problem: the unit shares people, systems, contracts and costs with the parent. The room has to separate those threads before buyers can price the business.

Divestitures are also forced by regulators. When the Competition Bureau accepts a consent agreement requiring the merged party to sell overlapping assets, the divestiture runs on a fixed timeline with a monitor or trustee watching. Those rooms move fast and must stay apart from the main deal so the buyer of the remedy package sees only what it needs. Counsel usually controls who joins it.

The internal team is wider than in a stand-alone sale. Finance builds carve-out statements. IT maps systems and data that must move or be copied. HR identifies who transfers. Legal sorts shared contracts, real estate and IP. The parent's own staff keep running the unit while all this happens, so the room's permissions must stop them from seeing parent-level information that has nothing to do with the sale.

Best data rooms for carve-outs

Our five criteria, re-weighted for this use case, plus a small bonus for providers built around it.

1 Ellty ~C$211/mo
9.3 Visit Ellty
2 Datasite Quote
9.1
3 iDeals Quote
9.0
4 Ansarada Quote
8.8
5 Intralinks Quote
8.7
6 Drooms Quote
8.6
7 Firmex Quote
8.5
8 SmartRoom Quote
8.5
9 DealRoom Quote
8.2
10 CapLinked ~C$423/mo
8.1

Privacy 24%Workflow 25%Control 25%Usability 15%Cost 11%

What goes in the data room

Carve-outs: index

01
Perimeter definition
Which legal entities, assets, contracts and people are in and out, with a diagram signed off by the parent.
02
Carve-out financials
Stand-alone statements, allocation methods for shared costs and the bridge to the parent's segment reporting.
03
Transitional services
Draft TSA schedules by function (IT, payroll, finance, logistics) with pricing and exit dates.
04
Employees
In-scope employee list, provincial regime for each, collective agreements and pension plan split analysis.
05
Shared contracts
Customer and supplier agreements covering both the unit and the parent, with the plan to split, assign or replicate each.
06
IP and data
Patents, trademarks and software used by both sides, licence-back terms, and customer data that must move under privacy law.
07
IT separation
System map, data migration plan, licences that need vendor consent and cyber security reports.
08
Real estate
Owned and leased sites in scope, shared-site agreements and environmental reports.
09
Tax structuring
Pre-closing reorganization steps, section 167 election analysis and tax attributes of transferring entities.
10
Regulatory
Consent agreement terms, monitor reports and approvals required for the buyer, counsel only.

Canadian rules that apply

Employee transfers under provincial law

Employment standards statutes in each province treat service with the seller as continuous when a business is sold and the buyer keeps the employee. Unionized units carry successor rights under provincial labour relations acts, and Quebec has its own rules. The room should map each employee to the right regime.

GST/HST section 167 election

Where the buyer acquires all or substantially all of the property needed to carry on the business, both registrants can elect so no GST/HST applies. Carve-outs often test that standard because some shared assets stay with the parent.

Competition Bureau remedies

Divestitures ordered under a consent agreement have deadlines, an approved buyer test and sometimes a monitor. Keep the remedy room separate, with the Bureau-related correspondence restricted to counsel. Missing a remedy deadline can lead to a trustee sale on worse terms.

Features to insist on

Data room	Q&A module	Activity log	In-room redaction	Dynamic watermarks	Single sign-on
Ellty	Yes	Yes	No	Yes	No
Datasite	Yes	Yes	Yes	Yes	Yes
iDeals	Yes	Yes	Yes	Yes	Yes
Ansarada	Yes	Yes	No	Yes	Yes
Intralinks	Yes	Yes	Yes	Yes	Yes
Drooms	Yes	Yes	Yes	Yes	No
Firmex	Yes	Yes	Yes	Yes	No
SmartRoom	Yes	Yes	Yes	Yes	No

Q&A module. Bidders post questions inside the room; counsel or the CFO drafts the reply, someone approves it, and every exchange stays on file.
Activity log. Per-user history of opens, prints and downloads with timestamps, which you can export for the closing binder.
In-room redaction. Hide social insurance numbers, pay figures or client names on the platform itself, without keeping two versions of the file.
Dynamic watermarks. The reader's identity and the date are printed across every page, which discourages screenshots and identifies the source of a leak.
Single sign-on. Staff log in with the company directory (Okta, Microsoft Entra ID and similar) instead of a separate password.

How to set it up

1
Fix the perimeter first
Agree in writing which entities, assets, contracts and people are in scope. Every later folder depends on that list, and changing it mid-process forces buyers to reprice. Record each later change in a dated log.
2
Build stand-alone numbers
Have finance prepare carve-out statements with clear allocation keys for shared costs. Put the allocation memo beside the numbers so buyers can test them without dozens of questions. Include a reconciliation to the parent's audited figures.
3
Restrict parent information
Set permissions so unit staff helping with diligence cannot see parent strategy, other divisions or the sale price. Use separate groups for the parent's corporate team and the unit's managers.
4
Draft the TSA early
Publish draft TSA schedules with the first round. Buyers price separation risk from them, and a buyer without Canadian back-office capacity will depend on the TSA for months after closing.
5
Plan employee and contract transfers
List every employee and contract with its transfer route and consent need. Share the plan with the final bidder so offer letters, union notices and counterparty consents can run before closing.

Common mistakes

Changing the perimeter after first-round bids, which forces every buyer to redo its model.
Ignoring Quebec employees and unionized units when planning employee transfers.
Assuming the section 167 GST/HST election applies when key shared assets stay with the parent.
Letting divisional managers see the parent's strategy folders through a broad permission group.

FAQ

What makes a carve-out data room harder than a normal sale?

The unit was never run on its own. Buyers need stand-alone financials, a TSA, a list of who and what transfers and a plan for shared contracts and IP. The room must also keep parent-level information away from unit staff helping with the sale, which takes more permission groups than a simple company sale.

Do employees transfer automatically in a Canadian asset sale?

Not automatically in most provinces. The buyer usually offers employment, and provincial employment standards treat service as continuous for those who accept. Unionized employees are different, because successor rights under labour relations statutes carry the collective agreement to the buyer. Quebec has its own rules on successor employers.

How long do TSAs usually run?

It depends on the systems involved and the buyer's own capacity, so there is no standard term. The draft TSA should set a price, a service list and an exit plan for each function, and the room should hold the schedules from the first round so buyers can judge the cost of separation.

Data room for carve-outs and divestitures in Canada