THE PROBLEM

​

Most M&A deals fail to create the value they promised: Harvard Business Review research puts the failure rate at 70–90%, and PwC finds only 14% of deals reach significant success across strategy, operations and financial targets together. Poor integration is a consistently cited cause, and the mechanism is usually the same: Transition Service Agreements drafted too late or too vaguely, so services aren’t clearly scoped and costs arrive as a surprise; no formal exit protocol agreed up front, so nobody is sure when a TSA should end or what “done” looks like; and governance gaps — an unclear chain of command and decision rights between buyer and seller — that create bottlenecks exactly when pace matters most. Leaving a TSA before the business is ready causes clean-up costs and continuity problems; staying in one too long erodes the value the deal was meant to create either way.

​

 

​WHAT IS M&A TRANSITION MANAGEMENT?

​

Every M&A transaction depends on disciplined transition management to keep “business as usual” running while ownership changes hands. Transition management is the discipline of transferring these services — Finance, HR, IT, Procurement, Supply Chain and more — from the seller to the acquirer without disruption, detailed in Transition Service Agreements (TSAs) that define scope, cost, duration and service quality for every function involved.

​

​​

THE 600 CONSULTING APPROACH

​​

Every TSA is, in effect, a service-level agreement between two organisations also trying to separate from or merge into each other — so it needs defining with the same discipline as any other SLA: services scoped precisely enough to avoid ambiguity, costs planned down to fully loaded salaries and third-party consent fees, and an exit protocol agreed before Day 1, not negotiated under pressure as the deadline approaches. Governance has to be unambiguous from signing: a single chain of command and clear decision rights across both organisations, so bottlenecks don’t form exactly when pace matters most. And because a deal’s success depends on people as much as paperwork, the organisational design of the combined or separated entity, and the change management needed to embed it, run alongside the commercial transition — not after it.

​

​

SERVICES

​​

• Buyer-side services: acting as Transition Manager or Transition PMO Manager, taking ownership of the acquired business’s transition into the buyer’s operating environment — agreeing Day-1 readiness, negotiating and managing TSAs with the seller, and running the PMO that tracks every workstream from signing to full service transition.

• Sell-side services: managing the seller’s obligations as service provider — defining what is being provided, at what cost, duration and quality, and ensuring the business can exit each service cleanly and on schedule without disrupting the retained organisation.

• TSA scoping, pricing and governance: defining every service precisely enough to avoid scope creep, pricing it down to fully loaded cost including third-party consent fees, and agreeing a single chain of command and exit protocol before Day 1, not under deadline pressure.

• Service coverage: delivered across the full range of operational services a deal touches — Facilities, Finance, Procurement, Supply Chain, Human Resources, Real Estate, Technology, and Risk and Compliance — each service scoped, costed and tracked individually.

• Day-1 Plan: building the minimum set of actions, systems access and service continuity needed for the business to operate without disruption on the first day under new ownership, agreed and rehearsed with both buyer and seller ahead of close.

• 100-Day Plan and TSA exit: sequencing the transition of each service out of the TSA and into the buyer’s own operating environment, tracked against an agreed exit date for every function until the TSA book is closed.

• Organisational design and change management: shaping the structure of the combined or separated entity and embedding it using the Prosci ADKAR model, so people on both sides adopt new ways of working rather than reverting under the pressure of the transition.

​​

​

​IN PRACTICE

​

This approach has meant managing the separation and integration of a $5.1BN FMCG retail acquisition and its parent’s divestiture — 19 Transition Service Agreements delivered, 17 ahead of schedule, with £12M saved through an accelerated technology exit, many running through two or three defined extension periods with escalating fees built in to keep exit on track, and a portfolio of over 300 supplier contracts transitioned without disruption to supply. It has also meant leading the TSA negotiation and governance for an £18M not-for-profit divestiture, defining and managing transition services across five functions — including extension terms, notice periods and breach penalties — to protect deal value and reduce transition risk.