Can a seller refuse to do a carve-out even if I only want part of the company?

Yes — a seller has no legal obligation to reorganize their business to match what a particular buyer wants to buy. A carve-out is a negotiated term, not something a buyer can simply require, and a seller is free to insist on selling the whole company, or a whole division, as a single unit rather than splitting it up on request.

If a seller refuses, your realistic options narrow to a few paths: accepting the whole company or division as offered, even if part of it isn't what you're after; walking away from the deal entirely; or proposing a structure where you buy everything and separately arrange to resell or wind down the unwanted piece yourself after closing, which shifts the complexity — and the risk — onto you instead of the seller.

Sellers sometimes refuse carve-outs because splitting the business creates real cost and complexity on their end too, including tax consequences and the risk of being left holding a less viable remaining piece. Understanding the seller's own reasons for refusing can help a business lawyer find a workable middle ground, like a price adjustment for the unwanted piece rather than insisting on a structural carve-out.