The challenge
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Carve-outs require separating assets, liabilities, and operations without exposing parent company data.
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Traditional VDRs protect access inside the room, but assume inbound files are valid.
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Risks include:
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Incorrect or altered versions entering the room.
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Out-of-scope files slipping in (e.g. retained liabilities, excluded assets).
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AI assistants aggregating beyond intended boundaries.
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Bottom line: The VDR is not the leak. The system around it, and the carve-out boundaries, are.
Checkpoint before the room
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Scope Manifest Enforcement: Blocks/masks out-of-scope materials.
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Immutable Audit Trail: Court-admissible record of every retrieval.
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Alteration Detection: Instantly flags changed versions.
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AI-Safe Access: AI assistants only see validated content.
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Q&A Gating: Buyer questions flow through the checkpoint, ensuring verified responses.
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Hash Watermarks: Documents carry visible BIP fingerprints.
The BIP Blockchain Solution
Why this matters in carve-outs
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Integrity: Guarantees “issuer-of-record” content only.
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Scope Control: Enforces TSA terms, excluded assets, retained liabilities.
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Auditability: Provides regulator-ready, blockchain-anchored logs.
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Buyer Trust: Accelerates diligence with one-and-only versions.
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Day-1 Readiness: Extends to TSA monitoring post-close.
Protected by U.S. Patents #11,061,886, #11,874,819, and #12,298,962
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Reduce risk of scope creep & leakage.
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Accelerate diligence with verified, final versions.
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Build buyer & regulator confidence.
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Ensure compliance across jurisdictions.
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Streamline TSA execution & post-close continuity.