Data Separation
Data separation is sell-side remediation during the post-signing TSA period, focused on identifying relevant data and moving it to the appropriate side of a transaction while minimizing disruption to ongoing business operations and reducing regulatory and contractual risk exposure.
Scenario
In a $2B divestiture of a digital advertising business from a media conglomerate, 5,000 employees were required to review 395 million files to determine which data remained with the seller and which transferred to the buyer.
We executed this separation before Thermal existed. It worked, but required six tools, stretched a 60-day deal-close timeline to 10 months, delayed the transaction close, and cost $3M.
This file volume and employee population are not an edge case. It is representative of how unstructured data actually accumulates inside modern organizations, and why manual, destructive, or ad hoc approaches consistently fail at scale.
Why Data Separation Is Required
In divestitures, ownership changes faster than systems and data do. The TSA period provides a defined window to separate data so that, before close, each party retains the intellectual property required to operate their business, while unrelated or sensitive data does not transfer with the transaction. Data subject to legal hold or retention requirements must be preserved before any remediation occurs.
The goal of data separation is to:
- Ensure the buyer receives the intellectual property required to operate the acquired business
- Prevent unrelated or sensitive seller IP from transferring with the transaction
- Meet regulatory, contractual, and audit requirements under fixed timelines
Why Existing Approaches Fall Short
Do Nothing
$0 direct cost • Unquantified risk: deal dilution, regulatory exposure, litigation
Buyer and seller data remains commingled. Regulatory obligations go unmet. Neither party has defensibility if challenged. The true cost shows up later, in headlines, lawsuits, regulatory findings, and deal disputes.
Doing nothing is not a viable option.
Manual Cleanup
$2M+ • ~10 months • Partial compliance at best
A team of 20+ consultants sends guidance by email, follows up with employees, and attempts to validate work that cannot be validated. Employees run CTRL+F searches and make judgment calls under time pressure. Files are dragged to folders or deleted inconsistently. No centralized tracking, no audit trail. Expensive, slow, and impossible to defend after the fact at scale.
Full Delete + Device Replacement
$28M total • ~6 months • IP permanently destroyed • Deal value eroded
Delete all files and emails, issue new laptops. Every employee loses days reinstalling tools, IT fields thousands of tickets, and work stalls. Intellectual property that could have been preserved is permanently destroyed. Revenue is lost while employees cannot work. Deal value is materially reduced. A blunt instrument that solves risk by destroying value.
Cost, Defensibility, and Effectiveness of Data Separation Approaches
Only one approach delivers effective, defensible separation without eroding value.
Note: Diagram is illustrative and not to scale. Effectiveness reflects a balance of preserving required IP and removing out-of-scope data; deleting everything is as ineffective as preserving everything.
Thermal: Defensible Data Separation That Preserves Deal Value
$3M • ~4 months • 100% of identified files remediated • IP preserved • Legal Hold preserved • Full audit trail
Cost and timeline estimates are modeled based on our experience delivering comparable data separation programs before Thermal existed.
Thermal delivers an end-to-end system for data separation, bringing search, in-place review, human decision-making, and remediation actions into a single, continuous workflow. Centrally defined criteria surface the right files, employees review and tag content in guided workflows, and decisions are carried through to execution without moving data between tools.
Data subject to legal hold or retention requirements can be preserved remotely, based on direction from legal or the Office of General Counsel, before any in-scope personnel take action. Integrated guidance, support ticketing, and executive reporting keep distributed teams aligned while giving program leaders real-time visibility into progress and consistency.
Using Thermal, execution time is reduced and effort shifts from tool coordination and manual validation to focused analysis and decision-making.
Filter to What Matters
Centrally defined search criteria, keyword and topic searches, and forensic techniques narrow large file populations to a defensible set for human review.
Integrated Support and Reporting
Integrated support helps resolve questions as they arise. Dashboards show progress, blockers, and completion trends so program leaders can intervene early.
Review Guidance and Files In Place
Employees see step-specific guidance and review files directly in Thermal, with highlighted context showing why documents matched the search. Files are reviewed in a single click, without opening or copying them.
Execute Those Decisions
Thermal carries human decisions through to action by moving files to the correct destination or deleting them to Department of Defense standards, with actions recorded in the audit trail.
Make Defensible Decisions
Humans apply remediation tags based on context and judgment. AI scans the program for consistency in how tags are applied across users and files, surfacing discrepancies for review.
Prove What Happened
An immutable audit trail traces files from discovery through remediation, allowing leaders to present a clear, defensible record of what was found, decided, and done.
The Result with Thermal
Faster execution. Lower total cost than manual or destructive approaches. Preserved deal value, without sacrificing defensibility.
Minimal disruption keeps employees focused on their day-to-day work. Program leaders get real-time visibility. And when regulators, auditors, or counterparties ask questions, leaders can present a clear, defensible record of exactly what happened, backed by Thermal's immutable audit trail.