Drafting M&A Transition Services Agreements: Strategies to Maximize Deal Value and Mitigate Risk

A TSA is essential in deals involving the purchase of a subsidiary or business unit. The agreement helps the buyer preserve the value of the newly acquired business and enables the seller to make the deal more attractive. Careful negotiation of the provisions is critically important.

The scope of the TSA should be comprehensive and address services, third-party service providers, service standards, compensation for services, termination, and extension of services, indemnification and dispute resolution.

Counsel should address TSA issues at the inception of the deal, during the negotiation stage. Delaying attention on these items until the end of the deal can result in delays, reduced value, and increased risk for both the buyer and seller.

Listen as our authoritative panel of M&A attorneys examines the key elements of a TSA, and discusses primary considerations for buyers and sellers when negotiating the TSA.

1. Current trends in the use of TSAs
2. Key provisions in the TSA
3. Best practices to mitigate risks for buyers and sellers

The panel will review these and other priority questions:

• What are the essential elements that should be included and negotiated in a TSA?
• What risk exposure do buyers and sellers face concerning transition services?
• What are the realities and practical considerations that buyers and sellers should contemplate from diligence through closing?
• What terms should sellers and buyers seek to include in the TSA to help mitigate risk?