Transition Services Agreements in M&A Carve-Out Transactions: Structuring the Deal, Maximizing Value, Mitigating Risks
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will prepare deal lawyers and business counsel on best practices for negotiating and structuring transition services agreements (TSAs) in M&A transactions, particularly in carve-out deals when the sale of a business unit is operationally integrated with the rest of the parent company's business. The panel will highlight the key terms that should be included in TSAs and explain negotiating, structuring, and drafting considerations.
- Current market conditions and trends in the use of TSAs
- Reasons for utilizing a TSA in carve-outs or other types of transactions
- Key provisions of a TSA (buyer and seller perspectives)
- Liability and indemnities
- Performance standards
- Scope and pricing
- Data confidentiality and security
- Licenses and third-party agreements
- Separation vs. integration
- Special considerations with reverse TSAs
- Best practices to mitigate risks for buyers and sellers
- Key takeaways
The panel will address these and other key issues:
- What is a carve-out transaction and why are TSAs an important part of these deals?
- What are the key elements that should be negotiated and included in a TSA?
- What terms should buyers and sellers seek to include in a TSA to mitigate risks?
- What are other key considerations for negotiating, drafting, and structuring TSAs?
Mr. Dibbell advises on a range of complex commercial transactions, including those involving IT outsourcing, digital... | Read More
Mr. Dibbell advises on a range of complex commercial transactions, including those involving IT outsourcing, digital platform and other hosted service agreements, business process outsourcing, facilities management outsourcing, data center leasing, technology licensing, cloud computing, and privacy and security issues. He has represented companies in many different industries, including financial services, health care, insurance, food and beverage, audit and assurance, publishing and information technology. Mr. Dibbell is the host of the firm’s Tech Talks Podcast, which provides insight on legal issues relating to technology & IP transactions and touches on relevant and timely topics.Close
Mario F. Dottori
Pillsbury Winthrop Shaw Pittman
Mr. Dottori advises clients on IT and business process outsourcings and M&A-related transition services. He has... | Read More
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.Close