Transition Services Agreements for Spin-Offs: Structuring Key Provisions and Mitigating Risk

Spin-offs are on the rise, creating legal and strategic opportunities and challenges for deal counsel. TSAs are critical in spin-off transactions because they outline how services will be provided until the transition is complete. A well-drafted TSA will help the buyer preserve the value of the newly acquired business and enable the seller to make the deal more attractive.

Careful negotiation of the agreement is important. The scope of the TSA should be comprehensive and address services to be provided, 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. Waiting until the end of the deal to negotiate TSA terms can result in delay, reduced value, and increased risk for both the buyer and seller.

Listen as our authoritative panel of deal 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 key issues:

• What are the key elements that should be included and negotiated in a TSA?
• What risk exposure do buyers and sellers face concerning transition services?
• What terms should sellers and buyers seek to include in the TSA to help mitigate risk?