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. Caplan maintains a broad and diverse technology transactions practice, assisting clients ranging from emerging growth companies to Fortune 500 enterprises and major banks on a wide range of commercial agreements. This typically centers on three primary areas: (1) software-related development, licensing, strategic partnership and re-sale arrangements, particularly regarding AI-related solutions, (2) financial technology-related transactions, particularly involving Banking-as-a-Service (BaaS), consumer loan programs and consumer reporting matters, and (3) hardware manufacturing, distribution and re-sale transactions. Mr. Caplan’s transactional experience also extends to a broad range of matters regarding IP licensing, information technology and business process outsourcing (ITO and BPO), and M&A-related commercial transactions. He has worked on matters involving a wide range of technologies, including Software-as-a-Service (SaaS), cloud-based solutions, artificial intelligence (AI), quantum computing, augmented reality, e-commerce platforms, smart phones and various fintech-enabled lending platforms. He also complements his transactional practice with 15 years’ experience with financial services-related issues, with particular knowledge pertaining to lending and consumer reporting.
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.
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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 benchmarking, amendments, and enforcement obstacles don't compromise deal success
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