About the Course
Introduction
This CLE course will examine how and when transition services agreements (TSAs) arise in M&A transactions, as well as key components of effective TSAs. The panel will highlight the essential terms, timing considerations, and benchmarks that should be negotiated and drafted into agreements.
Description
A TSA is essential for deals involving the purchase of a subsidiary or business unit. Building blocks for post-acquisition success, TSAs provide the buyer with continued delivery of essential steady-state services post close and assure the smooth transfer of data and operational systems. When part of a deal, a TSA agreement preserves the buyer's value in the newly acquired business, and in turn makes a seller's deal a more lucrative prospect to the buyer.
TSAs typically include IT and human resources support as well as finance, administrative, and operational functions. Careful negotiation of the provisions is critically important, as is the agreement's scope. In addition to services provided, a well-crafted and drafted TSA will cover third-party service providers; establish service standards and compensation for the same; outline termination and extension options; and dispute resolution mechanisms. It is also important to ensure TSAs include financial review provisions and contractual costs structures are honored and properly enforced post-acquisition. Negotiating and drafting TSAs at a deal's inception is key and drafting must be done through a practical lens that considers enforcement of terms.
Listen to our authoritative panel examines successful approaches to TSAs including buyer/seller preparations, critical deal commitments, performance metrics, timing considerations, and enforcement hurdles. Presentation time will also be spent focusing on drafting and negotiation strategies, including memorializing how to amend TSA terms.
Presented By
Mr. Dottori advises clients on IT and business process outsourcings and M&A-related transition services. He has over 30 years of experience in complex transactions, including domestic and multinational infrastructure and application development/maintenance outsourcings, systems integration, ERP, SaaS/Cloud and software licensing. Mr. Dottori guides his clients throughout the sourcing life cycle, from strategy and RFP development and supplier selection through contract negotiation and post-closing compliance. He serves clients in the utility, life sciences, manufacturing, technology, insurance and financial services sectors.
Mr. Mahajan is a strategic advisor, helping clients establish successful outsourcing and other commercial relationships to implement and transform technology to further their business objectives. He advises clients on technology services transactions, including outsourcing, software services and cloud-based offerings. He has considerable experience helping clients structure and respond to requests for proposals, drafting and negotiating contracts, and managing and implementing complex global outsourcing and business transformation arrangements. Mr. Mahajan provides a balanced perspective in negotiations, having represented both customers and large technology service providers for many years.
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This 60-minute webinar is eligible in most states for 1.0 CLE credits.
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Date + Time
- event
Wednesday, May 13, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Understanding TSAs in M&A transactions: when they arise, their role in the deal, pre-closing preparation, due diligence, post-acquisition considerations
II. Core components of effective TSAs: overview of typical services covered and scope
III. Key provisions to negotiate and draft
A. Third‑party service provider considerations
B. Service standards and performance metrics
C. Compensation mechanisms
D. Termination and extension mechanics
E. Dispute resolution structures
IV. Drafting considerations and practical realities: timing, enforcement, amendment considerations
The panel will address these and other key considerations:
- Understanding the buyer/seller risk exposure around transitional services
- Outlining of essential elements to include and negotiate in a TSA
- Analyzing the realities and practical considerations facing buyers and sellers that need to be addressed from diligence through closing
- Strategizing to ensure amendments and enforcement obstacles don't compromise deal success
