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). A consumer goods company acquired a large spice business, which was separated from its parent company. In order to ensure the continuation of activities during the transition period, ASD services were introduced, but the duration of service was limited to only six months. An effective governance structure can help companies quickly assess and resolve ASD issues. It will enable the Director of Integration to make operational decisions consistent with the TSA guidelines. The governance structure is operational at all stages of the TSA – scoop, negotiation and execution – and the right teams should be available to evaluate service level agreements, ASD prices and payments between the two companies. A Transitional Service Agreement (TSA) is an agreement between buyers and sellers, under which the seller concludes his services and know-how with the buyer for a certain period of time, in order to support and allow the buyer his new assets, infrastructure, systems, etc. It is customary for ASDs to contain arbitration clauses or clauses requiring the parties to take legal action in the event of major continuity of service issues; However, a buyer may not want to invest the time and resources to comply with these traditional dispute resolution options for anything but the most monstrous mistakes. Consider including escalation clauses that allow internal representatives of the service provider and recipient to resolve continuity issues by mutual agreement. Consider whether an improvement in business continuity recovery or disaster plans is needed.
In each transaction of the M-A, which has a transition services component, it is the responsibility of the buyer and the seller to reach an agreement on certain important considerations before the completion of the transaction. These considerations should be negotiated as soon as possible by the parties to the TSA, ideally during the due diligence phase. The main issues to consider in negotiating and developing an ASD are presented below. The design and management of transition service agreements to achieve a quick and clean separation has been saved A transitional service agreement (TSA) is reached between the buyer and the seller and envisages the seller to provide infrastructure support such as accounting, IT and human resources service after the transaction closes.