TSA Pre-Signing Review
Put a team on your side of the table. Only yours.
Fixed-fee proposal in 48 hours. 100% buyer-side. The first conversation is always free.
Buy-side TSA advisory works only for the buyer; sell-side advisory works for the seller. In a Transition Services Agreement the buyer and seller want opposite things on price, scope, and exit, so an advisor cannot serve both without diluting the buyer’s position. Understanding the difference is the first step in a sound TSA exit strategy, because the choice of advisor shapes every term the buyer ends up living with.
In a TSA the buyer and the seller sit across a genuine divide. The buyer wants a narrow scope, a tight cost base, a low mark-up, a fast exit, and strong service levels. The seller wants a broad scope it can charge for, a generous cost definition, a healthy margin, flexibility to extend, and limited liability. These are not minor differences of emphasis. They are opposed positions on every material term.
That opposition is what makes the choice of advisor consequential. An advisor working for the seller is paid to protect the seller's recovery and limit its exposure. An advisor working for the buyer is paid to do the reverse. The same document can be drafted to favor either party, and which way it tilts depends in part on who is advising whom.
Buyers sometimes assume a TSA is a neutral, administrative document that any competent advisor will handle the same way. It is not. It is a negotiated allocation of cost and risk between parties with conflicting interests. Treating it as neutral is itself a choice that favors the side that did read it adversarially, which is usually the seller.
Buy-side TSA advisory represents the buyer and no one else. Its job is to make sure the buyer gets a service catalog scoped to what the NewCo actually needs, priced on a tight cost base with a defined mark-up, governed by enforceable service levels, and built around an exit ramp the buyer can use. Every recommendation is measured against the buyer's interest in a clean, affordable, time boxed transition.
Concretely, a buy-side advisor reads the cost breakdowns adversarially, challenges allocated overhead, flags resold items priced as cost-plus, models the total cost across the planned duration and any extensions, and pressure-tests whether the buyer can actually exit on the timeline the deal assumes. The output is a buyer that knows what it is signing and where the risk sits.
The defining feature of buy-side work is undivided loyalty. The advisor has no relationship with the seller to protect, no incentive to keep the transition long, and no stake in the seller's recovery. That independence is what lets the advisor push hard on the terms that matter to the buyer without worrying about a conflicting client on the other side of the table.
Sell-side TSA advisory represents the seller. Its job is to help the seller exit the divested business cleanly while recovering its cost of providing transition services and limiting its ongoing exposure. A good sell-side advisor builds a service catalog the seller can deliver, prices it to recover cost and a margin, and structures the agreement so the seller is not trapped providing services indefinitely.
None of that is improper. The seller is entitled to representation that protects its interests, just as the buyer is. The point is simply that sell-side advice is built around the seller's goals, which run opposite to the buyer's on scope, price, and exit. A buyer relying on the seller's advisor, or on a shared advisor, is relying on someone whose primary duty runs the other way.
The friction shows up in the details. A sell-side advisor has little reason to narrow scope the buyer is overpaying for, to challenge a cost base that favors its client, or to engineer an exit ramp that lets the buyer leave early and cut off the seller's recovery. These are exactly the terms a buyer most needs scrutinized, and they are the ones sell-side representation is least motivated to scrutinize.
The worst position for a buyer is to have no genuine advocate. This happens when the buyer leans on the seller's team for TSA terms, when a single advisory firm claims to serve both parties, or when the buyer's deal advisors treat the TSA as an afterthought to the purchase agreement. In each case the buyer signs terms that no one was paid to challenge on its behalf.
Divided loyalty is subtle because the document still looks complete. The service catalog has lines, the pricing has structures, the exit has dates. What is missing is the adversarial reading that would have caught the broad scope, the loose cost base, the open mark-up, and the exit ramp that does not actually work. The gaps are invisible until the buyer is living with them.
There is also the conflict that a firm advising both sides cannot resolve. Every dollar of scope or margin it wins for the seller is a dollar it loses for the buyer. No amount of professionalism erases that arithmetic. A buyer that wants its interests protected needs an advisor whose only client is the buyer, which is the entire premise of independent buy-side advisory.
A buyer choosing TSA advisory should start with independence. Does the firm work only for buyers, or does it also represent sellers and run divestiture mandates that could conflict. A firm that sits exclusively on the buyer's side of TSAs has no competing loyalty to manage and no incentive to keep the buyer on the seller's systems longer than necessary.
Engagement model matters too. A buyer wants an advisor whose compensation does not depend on the size or length of the transition, which keeps the incentive aligned with a fast, clean exit. A fixed fee or a portfolio retainer pays for judgment rather than duration, so the advisor has no reason to inflate scope or prolong the work.
Finally, the buyer should look for depth in TSAs specifically, not general M&A. The terms that decide whether a transition runs clean or expensive are technical: cost breakdowns, mark-up mechanics, service catalogs, exit ramps, and reverse TSA exposure. A buy-side specialist who reads these adversarially, before signing, is the difference between a TSA the buyer controls and one the seller wrote for itself.
A firm can claim to, but it cannot resolve the underlying conflict. Every dollar of scope or margin it wins for the seller is one it loses for the buyer. Buyers who want their interests protected need an advisor whose only client is the buyer, with no competing loyalty to the seller.
No. General deal advisors focus on the purchase agreement and valuation, and often treat the TSA as administrative. Buy-side TSA advisory specializes in the transition document itself: scope, cost breakdowns, mark-up mechanics, service levels, and exit ramps, which is where transition cost and risk actually sit.
Because the seller's advisor is paid to protect the seller, whose interests run opposite to the buyer's on scope, price, and exit. A sell-side advisor has little reason to narrow scope the buyer overpays for or to build an exit ramp that cuts off the seller's recovery.
An advisor paid by the size or length of the transition has an incentive to inflate scope or prolong it. A fixed fee or portfolio retainer pays for judgment rather than duration, which keeps the advice aligned with the buyer's interest in a fast, clean, affordable exit.
When the buyer provides services back to the seller. Where exposure flips.
Read the article →The mechanism a buy-side advisor builds so the buyer can actually leave.
Read the article →The bridge versus the road. A distinction buy-side review gets right early.
Read the article →The 90-day governance, IT, finance, HR and procurement separation plan we run on live carve-outs. Get the playbook plus the bi-weekly Day One Letter — short, signal-heavy, buyer-side.
No spam. Unsubscribe in one click. · Read the overview first →
Fixed-fee proposal in 48 hours. 100% buyer-side. The first conversation is always free.
Seven buyer-side moves to exit a Transition Services Agreement on time and below budget. The mark-up, the extension-fee curve, exit sequencing, and the 11-month calendar.
One tactic, one benchmark, or one pattern from a recent buyer-side engagement. Short. Signal heavy. Free.
Subscribe to The Day One Letter →