TSA Pre-Signing Review
Know your slice before you sign for it.
Fixed-fee review in 48 hours. Senior team on day one. The first conversation is always free.
A shared services carve-out splits a business that ran on a single service center now feeding several buyers at once. You are not the seller's only customer, and the catalog, the pricing, and the exit queue all reflect that. Reading the contract through that lens is the foundation of a credible TSA exit strategy.
Some carve-outs sever a unit that was clean and self contained. Many do not. When a seller divests a business that shared a regional finance center, a single data center, or a common HR platform, the services you inherit under the TSA are produced by infrastructure that still serves the seller and, often, other buyers who bought adjacent pieces.
That shared origin changes the nature of the agreement. Your TSA is not a dedicated service built for you. It is a slice of a running operation, priced and staffed for a larger population than yours. You are one tenant in a building you do not own, and the landlord is the same seller every other tenant is negotiating with.
Recognizing this early matters because it explains behavior you will otherwise find baffling. Slow responses, inflexible service windows, and refusal to customize are not personal. They are the seller protecting a shared platform from the cost of bespoke treatment. Your job is to understand the shared model well enough to negotiate within it, not to pretend you are the only buyer in the room.
Pricing a shared service is an allocation problem before it is a cost-plus problem. The seller runs one cost base and must divide it among the retained business, your carved-out unit, and any other buyers. How that division is done determines whether your charges are fair, and the methodology is rarely visible in the headline rate.
Insist on seeing the allocation basis. Is cost split by headcount, by transaction volume, by revenue, or by some negotiated key. Each basis advantages a different party, and a basis chosen to suit the seller or a larger buyer can quietly load cost onto you. The right to see and challenge the allocation matters more here than in a dedicated TSA, because the unfairness hides in the split, not the mark-up.
Watch for stranded costs masquerading as your charges. When a shared center loses volume because units are carved out, its fixed costs do not fall in step. Sellers sometimes try to recover that gap from the remaining TSA customers. You should pay your genuine share of the service you consume, with a defined mark-up and clean pass-through items, and refuse to absorb the cost of capacity that exists for the seller's benefit.
In a shared model, service levels are a queue. The same team that closes your books closes the seller's and perhaps another buyer's, and when month end stacks up, someone waits. Without explicit terms, the buyer with the least leverage waits longest, and that is often the smallest carved-out unit, which may be you.
Push for committed service levels that are yours, not shared aspirations for the center as a whole. A response time averaged across all customers tells you nothing about your experience. You want defined thresholds for your tickets, your closes, and your runs, with service credits that apply when the center prioritizes someone else ahead of you.
Build escalation that names the contention directly. Your governance committee should have a route to raise resource conflicts and a standing expectation that the seller will not solve another customer's problem by degrading yours. The honest sellers will admit the queue exists. The terms you want force them to manage it transparently rather than quietly ranking you last.
Exiting a dedicated TSA is your decision. Exiting a shared one is partly the seller's, because the service does not shut down when you leave. The center keeps running for everyone else, which changes both the seller's incentives and your migration options. You cannot simply switch off a platform that other customers still depend on.
That can cut in your favor. Because the seller keeps the capability, it has less reason to resist your early exit than it would for a dedicated build it must wind down. Your departure may even relieve a center the seller wants to shrink. A buyer who understands this can often negotiate a faster exit from shared services than from bespoke ones.
It can also work against you. If the seller plans to retire the shared platform on its own timeline, you may be pushed off before your replacement is ready, or held to a schedule set by another buyer's migration. Map the seller's plans for the shared estate as part of your exit planning, and lock your own dates in the TSA so your Day One does not move because someone else's did.
When several buyers carve pieces out of the same seller, you are negotiating in parallel with peers you may never meet. The terms one buyer accepts can set a precedent the seller applies to all, and the buyer who negotiates first or hardest often sets the ceiling for everyone. Knowing you are not alone changes how you play the hand.
Use the shared structure where it helps. A seller running one process for several customers gains little by giving each wildly different terms, so a well argued request for transparent allocation, committed service levels, and a clean exit ramp is easier to grant across the board than to fight one buyer at a time. Frame your asks as the standard any reasonable customer would expect.
Above all, do not assume the seller is balancing the buyers fairly. It is balancing its own interests across all of them. An independent read of the shared service model, the allocation, and the exit terms is what tells you whether the slice you are being sold is priced and scoped honestly. That review, the kind in our TSA Pre-Signing Review, is where a buyer in a crowded carve-out protects its own deal.
It is a carve-out where the divested unit relied on services produced by a center the seller also used for itself or for other buyers, such as a regional finance hub, a shared data center, or a common HR system. The TSA then provides a slice of that running operation rather than a service built only for you, which shapes pricing, service levels, and exit options.
Pricing turns on allocation. The seller divides one cost base across the retained business, your unit, and any other buyers, and the basis it chooses, whether headcount, transaction volume, or revenue, decides whether your charges are fair. Insist on seeing and challenging the allocation, and refuse to absorb stranded costs left behind when other units leave the center.
Often more easily than a dedicated one, because the center keeps running for other customers when you leave, so the seller has less to wind down. The risk is the reverse: the seller may retire the shared platform on its own timeline and push you off before you are ready. Lock your exit dates in the contract and map the seller's plans for the shared estate.
In effect, yes. When several buyers carve pieces out of the same seller, the terms one accepts can become the template for all. Treat transparent allocation, committed service levels, and a clean exit ramp as the standard any reasonable customer should get, and do not assume the seller is balancing the buyers in your favor. It is balancing its own interests.
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