Be prepared to identify the specific services that are provided, the appropriate service standards and the applicable costs and expenses. Technology transfer should be linked to the buyer`s willingness to have sufficient time to develop a new organizational design, define responsibilities and train functional teams to support transition plans. Limit complexity by making minimal changes to the vendor`s operating environment, so that the company can continue to focus on customer support and increasing profitability. In executing hundreds of carve-outs and acquisitions on both sides of the negotiating table, FCM executives saw it all. The construction and implementation of effective TSAs has even become one of our specialties – and have had a huge impact on the success of our customers. The stories of these two carve-out examples illustrate what we have mostly learned: that the time and attention of the TSA will be brought to an early stage if it accelerates your transition and puts money back in its pocket. Often, the seller must rely on his own suppliers and service providers to provide services to the company after closing. Determine whether the seller has sufficient rights under its existing upstream contracts and licenses to provide the requested services on its own, or whether third-party agreements and licenses need to be entered into or modified with vendors and service providers. Consider the criticality and complexity of the services requested, as well as the cost and timing of the conclusion or modification of third-party agreements (given the possibility of third parties having reasonable leverage and little incentive to provide short or transitional services). These complex challenges can be effectively met by the use of a Transitional Services Agreement (TSA) in which the seller agrees to provide specific services …

Sounds exciting, doesn`t it? In reality, TSAs are not as striking as other deal components. As a result, buyers and sellers sometimes underestimate their effects and miss the opportunity to do them well. This can lead to business interruptions, legal turbulence and, worse, financial risks during the transaction. On the other hand, well-made ASDs can prepare the scene for quick and fluid transitions. A comparison of two excerpts illustrates what a strong ASD looks like and best practices for building an ASD, well-coordinated risks and costs. You know that an ASD has been well done if you see the roles of the vendor`s resources defined in advance (after all, they are the key to allowing a transition). First, the buyer should have a say in the choice of employees who will be transferred, as they influence the long-term success of the business.