TSA Dispute Resolution
When the seller breaches. The buyer needs an advisor in the room.
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The TSA monthly operating rhythm is the cadence that turns a long contract into a series of short, manageable cycles. Buyers who set the rhythm control the contract. Buyers who let the seller set it inherit a tempo that suits the seller's calendar. The rhythm interacts with the broader TSA negotiation framework and the governance structure that runs the exit ramp. Done right, the rhythm produces a clean factual record, fast issue resolution, and a predictable exit.
Most TSA disputes do not arise from a single catastrophic event. They arise from a slow accumulation of small operational issues that were never resolved at the right tier and never documented in the right register. The rhythm is the antidote. A predictable weekly, biweekly, monthly, and quarterly cycle forces issues to surface, get logged, get routed, and get resolved before they compound.
The buyer side discipline runs on documentation. Every meeting produces minutes. Every minute produces an action log. Every action gets owned, dated, and tracked to completion. The rhythm produces the record. The record gives the buyer factual authority in any escalation or dispute. Sellers who run loose rhythms produce loose records, and loose records favor the party that documents.
Rhythm also disciplines the seller. A seller that knows every Tuesday at 10:00 the buyer will review SLA performance, ticket aging, and invoice variance prepares for that conversation. A seller that does not face a predictable review becomes complacent. Operational complacency leads to service drift, invoice errors, and missed milestones. The discipline of the calendar is one of the cheapest controls a buyer can install.
The buyer side advisor sets the rhythm during the first 30 days. The seller often pushes back on cadence (proposing biweekly operational and monthly steering). The buyer holds the line on weekly operational and biweekly steering. The economics of meeting time are minimal compared to the value of the operating control. Where the seller controls the rhythm, the operating record degrades and disputes compound.
The weekly service review is the foundation. It runs 60 minutes. Attendees are the service tower leads on both sides plus the program management office. The agenda has six fixed sections: SLA performance against contractual targets, ticket volume and aging, incidents and outages, change requests in flight, exit milestone progress for the week, and open action items from prior weeks. The seller presents the operational data. The buyer challenges anything that looks anomalous.
The discipline of the SLA section is to compare measured performance against the contractual definition exactly. Not against the seller's preferred interpretation. Where the seller reports an availability metric that excludes maintenance windows the TSA did not exclude, the buyer notes the variance. Where the seller calculates response time on a definition the TSA does not contain, the buyer notes the variance. Each variance becomes an entry in the dispute log even if the buyer does not escalate immediately.
Ticket aging is a leading indicator. Tickets that exceed contractual resolution times by a meaningful margin are flagged. The buyer side advisor coaches the program office on which tickets matter (anything tied to a milestone, anything affecting Newco operations, anything tied to a regulated activity). The remainder gets tracked but not escalated. Without that discipline, the weekly meeting drowns in low priority tickets and the high priority items stay invisible.
The weekly review produces a one page summary that flows into the biweekly steering pack. The summary covers SLA red and yellow items, the top five aged tickets, any incident, change requests requiring steering approval, milestone status by workstream, and escalations recommended. The pack is owned by the buyer side PMO and circulated 24 hours before steering.
The biweekly steering committee converts operational data into decisions. Attendees are the functional executives on both sides, the buyer side advisor, the Newco PMO lead, and the seller TSA office lead. The meeting runs 90 minutes. The agenda has five sections: financial review, change request decisions, milestone risk review, escalations, and forward look.
The financial review covers invoiced amounts, paid amounts, accrued amounts, disputed amounts, and the variance against the original TSA cost model. A clean financial review identifies invoice variance early, identifies pass through items the seller has incorrectly recategorized, identifies mark up creep on cost plus services, and identifies any service category trending above the agreed forecast. Without a biweekly financial review, the buyer learns of overcharges only at quarter end when the cumulative variance is harder to recover.
Change requests get decided at steering. The change control mechanism in the TSA defines the financial envelope and the approval rights. Steering approves changes inside the envelope. Anything outside the envelope, or changes to recurring run rate, or changes that affect the exit date roll up to executive. The buyer side advisor maintains the change register and presents proposed changes with cost impact, schedule impact, and risk assessment. The seller often presents changes as operational necessities. The buyer evaluates each on the merits.
Milestone risk review uses a structured red, amber, green status by workstream. A milestone is amber if it has a 25 to 50 percent probability of slipping past contractual date. It is red if probability is above 50 percent. Each amber or red milestone gets an action plan. The status board is the steering committee's primary instrument. The work pairs with the exit milestones framework.
The monthly executive committee runs the strategic decisions. Attendees are the senior buyer side principal (commonly the operating partner), the senior seller divestiture executive, the Newco CEO or COO, and the buyer side advisor. The meeting runs 60 minutes. The agenda has three sections: the program scorecard, the strategic exception list, and the forward roadmap.
The program scorecard is a single page. It shows total TSA spend year to date against budget, milestone completion rate, top three risks, top three escalations resolved, top three escalations pending, and an overall red, amber, green health rating. The scorecard is the artifact the operating partner takes into the board update or the investment committee review. It must be defensible. The numbers come from the financial tracker maintained by the buyer side PMO.
The strategic exception list contains items that need an executive decision. Extension fee proposals from the seller. Termination decisions for failed services. Material disputes that did not resolve at steering. Schedule shifts that move the contractual exit date. Each exception arrives with options, recommendation, and decision required. The discipline of presenting options forces the buyer side to do the analysis before the meeting, not during it.
The forward roadmap looks 90 days out. What workstreams are entering cutover. What milestones are due. What seller resources are at risk of departure. What change requests are anticipated. The forward look is where the buyer reads the operating environment and pre positions resources. A clean forward look at executive is the difference between proactive Day Two management and reactive crisis management.
The quarterly business review steps back from operational detail and evaluates the TSA as a contract. Attendees are the buyer side principal, the seller principal, the buyer side advisor, the seller legal lead, and the Newco senior leadership team. The meeting runs three hours. The agenda has four sections: contract performance review, financial reconciliation, exit ramp confirmation or revision, and relationship review.
The contract performance review compares actual operating performance against the contractual commitments. SLA performance summarized over 90 days. Change request volume and disposition. Escalation log review. Dispute log review. Where the seller has consistently underperformed against a specific SLA, the buyer notes the pattern and considers a service credit claim. Where the buyer has consistently changed scope through change requests, the buyer notes the cumulative impact on TSA cost.
The financial reconciliation is the audit window. The buyer side advisor and the Newco finance lead present invoiced amounts, validated amounts, pass through accuracy, mark up calculations, and any true up adjustments needed. Most TSAs require true up reconciliation quarterly. The quarterly business review is where that reconciliation lands. Open items get assigned, dated, and tracked to closure before the next quarterly review.
The exit ramp confirmation looks at the next two quarters of milestones and the eventual contractual exit. Where the exit is on track, the QBR confirms. Where the exit is at risk, the QBR triggers the extension fee analysis or the termination analysis at the executive committee. The relationship review is a frank conversation between principals about what is working and what is not. The work pairs with the true up management framework.
The baseline rhythm operates during stable periods. During cutover windows, the rhythm accelerates. Weekly operational becomes daily. Biweekly steering becomes weekly. Monthly executive becomes biweekly. The acceleration is decided at the steering committee with executive approval. The discipline is to return to baseline once cutover stabilizes. Persistent acceleration burns out the program office on both sides.
During active dispute periods, the rhythm also accelerates. Steering meets weekly until the dispute resolves. The executive committee may add interim sessions to handle escalations the steering tier could not close. The dispute log is the centerpiece of every steering and executive meeting until resolution. The accelerated rhythm signals to the seller that the buyer is fully engaged and that delay will not produce concession.
During the final 90 days before exit, the rhythm tightens regardless of dispute or cutover activity. Operational becomes daily for the last 60 days. Steering becomes weekly. Executive becomes biweekly. The QBR window collapses to monthly. The tightening reflects the irreversibility of the exit date and the cost of getting it wrong. Buyer side advisors orient the rhythm acceleration around the contractual exit date and the rollback decision points.
The operating rhythm is delivered under a Fixed Fee or Portfolio Retainer engagement model through TSA dispute resolution and Day One Readiness. The rhythm is one of the cheapest disciplines a buyer can install and one of the highest leverage. The work pairs with the governance committee structure framework.
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