The comments and questions that follow make it better to “do things you need to do yourself,” not “that`s what they need to do to have a successful ASD” – in addition to the fact that all participants should be communicated to each other and that the agreement should be very detailed. In larger ASDs, a buyer will apply for a “most favoured nation” clause that will require the service provider to offer the recipient the best terms the service provider offers to other parties for the same services. From a legal point of view, the provision of transitional services needs to be thoroughly analysed. In our experience, the following legal issues are most likely to arise: A Transitional Service Agreement (TSA) is an agreement between the buyer and the seller, in 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. The underlying legal rules may prohibit the service provider from serving unrelated parties. The provision of transitional services therefore requires the explicit agreement of the third party. Transition services are often provided between multiple parties on each side (for example. B by HR units of a group with several targeted companies that are operated). In such cases, framework TSAs are entered into between the seller and the buyer as the sponsor of the AM transactions. On the basis of these framework agreements, service providers and recipients enter into Service Level Agreements (SLAs) that specify services and other relevant details.
In many cases (depending on the bargaining power of the parties), transition services are provided without separate consideration. However, in most cases, a separate consideration (fees) is charged to services. General royalty determination mechanisms include (i) fixed prices, (ii) “paid fees” or plus fees (expenses plus a certain increase) and (iii) time and equipment. In many cases, there is no benchmark for pricing, so parties must carefully assess the price mechanism that works best. Regulatory requirements/restrictions: Transition services may be subject to applicable regulatory requirements if the target transaction is itself regulated (e.g. B, banking or insurance companies).