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 comments and questions that follow make it better to „do things you need to do yourself,” not „that`s what they need to do to have a successful ASD” – in addition to the fact that all participants should be communicated to each other and that the agreement should be very detailed. When a company decides to follow an acquisition or divestiture, there are many issues to consider. Too often, parties neglect until late in the process whether services should be provided after closure as part of an Interim Services Agreement (ASD). This article explains the general context in which ASDs are needed and provides advice on how to begin recording and analyzing ASD requirements to avoid unnecessary costs, delays and inefficiencies. Given the time and resources that are often required to conclude an ASD, parties should decide at an early stage whether an ASD is warranted. Not all agreements require an ASD: the determination is to network the seller and the target activity, as well as the particular capabilities of each party. Will the transfer, for example, have the purchaser acquire all the assets (systems, service contracts, licenses, etc.) necessary to manage the transaction in question (i.e. the „clean break”)? If so, is the buyer confident that he can manage the divested transaction without the seller`s help? Will the seller also be able to manage his retained transaction without assets or assistance from the divested transaction? If the answer to these questions is „yes,” there may not be a need for ASD. However, if one of the parties needs an asset or support from the other party after closing, an ASD is required.
Transition service agreements can be extremely difficult to manage if they are not properly defined. As a general rule, poorly developed ASDs give rise to disputes between the buyer and the seller over the extent of the services to be provided. 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. Indira Gillingham, senior manager, and Mike Stimpson, senior manager at Deloitte Consulting LLP, provide practical advice on using ASD to achieve a quick and clear separation. An ASD can expedite the negotiation process and financial conclusion by allowing the agreement to be reached without waiting for the buyer to assume responsibility for all critical support services. Buyers and sellers must agree on clearly formulated and objective price conditions. Unit prices, NRE rates per hour, delivery procedures and procurement procedures, transition periods and staggered steps are useful mechanisms to make price conditions as objective as possible. It is important that the buyer be able to extend the life of the TSA with agreed price increases for the extension conditions. Design and manage transitional service agreements to achieve a quick and clean separation, TSAs has been stored vary greatly over time, depending on the requirements of the respective agreement. If the target activity is largely self-sustaining, a multi-month ASD may be sufficient to address knowledge transfer and systemic migration issues.