Internal teams are already overloaded with day-to-day tasks. Launching them into the deal process can be a massive distraction. What some would call multitasking is actually a dilution of focus, which results in fewer optimal results for all parties involved. Regardless of the buy side or the Sell site, a dedicated resource with the right experience can quickly assess risks and requirements. In our experience, the resources involved in both deal teams can be directly involved in a reasonable agreement acceptable to all parties. Information technology is the most underrated workflow. But for all the transitions we managed, IT used 80% of the budget, schedule and resources. It infrastructure has become so ubiquitous that we now consider it to be electricity. He is expected to be there. In late October 2012, Hurricane Sandy buzzed the northeastern United States, leaving tens of thousands of people without power for weeks. Winter started and people panicked. Generators were scarce and many happily paid thousands of dollars for units that usually cost only a few hundred.
The same scenario occurs when basic IT services are no longer available. 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. Buyers and sellers should agree on a clearly defined strategy for the operation of the post-closing business, immediately after closing than in the long term. Be prepared to identify the specific services that are provided, the length of time for which these services are offered, the appropriate service standards and the costs and expenses incurred. Early treatment of these issues will allow for cleaner development and fewer rounds of negotiations once the TSA has been reduced to the letter. Think about it, an ASD says, “Sellers, you`re going to help buyers for a period of time.” But what is the seller`s kind of help? Below are some thoughts to better understand the time and effort that needs to be put into planning an ASD. Please understand that an ASD is extremely unique for the situation. Often, the seller must rely on his own suppliers and service providers to provide services to the company after closing.
Determine whether the seller has sufficient rights under its existing upstream contracts and licenses to provide the requested services on its own, or whether third-party agreements and licenses need to be entered into or modified with vendors and service providers. Consider the criticality and complexity of the services requested, as well as the cost and timing of the conclusion or modification of third-party agreements (given the possibility of third parties having reasonable leverage and little incentive to provide short or transitional services). A Transitional Service Agreement (ASD) is concluded between the buyer and the seller, who envisages the seller to provide assistance to the infrastructure, such as accounting, IT and human resources, after the transaction is completed.