Another area of negotiation concerns the actuarial assumptions to be taken into account for the calculation of benefit obligations. The determination of commitments (and thus the adjustment of purchase prices) can vary considerably depending on the actuarial assumptions used. Therefore, the contract of sale should contain an agreed framework for the definition of the relevant actuarial assumptions. Ideally, any negotiated sales contract includes specific obligations to exchange information so that the buyer can implement appropriate performance plans. In some cases, it may be advisable to negotiate an obligation for the seller to establish carve-out or independent plans that can be transferred with the acquired companies. It is obvious that the buyer has a considerable interest in ensuring that this goes smoothly. In cases where the seller will draw up new plans before conclusion, the buyer wishes to have a certain right of consultation or rights with regard to the establishment of service plans to be transferred as part of the purchase transaction. Just like buyers, TSA sellers pose challenges because they contractually link the seller to the buyer beyond the closing date of the transaction. During the transition process, vendors must use internal hr resources, payroll, and accounting resources for existing and new employees, even after the sale date. Depending on the country, the responsibility for not providing mandatory services lies with the seller. In other countries, potential liability lies with the buyer and, in some cases, it is joint and several liability between the buyer and the seller.
The transaction purchase agreement should include an allocation of liability with reasonable compensation for the absence of reasonable benefits. Maintaining a TSA office on the buyer`s side is an effective way to manage TSA agreements with the seller. This agreement has the following advantages: the escalation trajectory of TSA performance, service interruptions and emergency issues must be agreed upon prior to conclusion. One possibility is to set up a joint steering committee, with the participation of important leaders from both sides, who meet regularly (bi-monthly, etc.) during the EBA period, in order to solve important problems. This forum can be supplemented with additional touchpoints for some TSA services – for example. .