Transition Agreements.

Separating a business and making it completely standalone or integrated, while it is being sold, can most likely not be fully achieved prior to the closing of the contemplated transaction.

To avoid business disruption for both parties, the seller will most likely have to provide the sold business with a number of services for an agreed period of time.

A specific Transition Services Agreement (“TSA”) will have to be agreed between the parties to define the services provided, the duration of such services, the remuneration and the responsibilities.

Our deep transaction experience includes structuring and negotiating such TSAs, implementing the roadmap and monitoring execution risk throughout the process.

Our proposed services.

We provide expertise throughout your sale or acquisition process to draft and negotiate your TSA.

On the buy side, you want to ensure business continuity while integrating your acquired business into your existing organization. TSA services granularity and timeframe should be tailored to your integration plan and execution capabilities.

On the sell side, you want to separate IT and all relevant services as quickly as possible while having a minimal impact on your own organization. Cost should cover all the extra work required with a time limit and clearly defined service levels or penalties. 

Key topics such as central functions support including Legal, HR Finance and IT, cybersecurity responsibilities, software license transfers, on-going contracts and projects, archives and many others shall be addressed. 

After the TSA is signed, we will also provide a structured execution assistance.