Carve-outs: transitional services that do not become permanent crutches
A TSA should buy time for a clean separation — not become an unofficial shared service that neither side wants to own.
When a division leaves a parent, someone still prints the invoices, runs the payroll file, or hosts the warehouse system for a while. That “while” needs a calendar and a price.
Write the exit on day one of the TSA
Each transitional service should carry: service description, volume assumptions, monthly fee, start date, end date, and the operational exit criteria. “Until the buyer is ready” is not an end date.
Watch for stranded costs
Parents underestimate the cost of keeping a half-empty shared team alive for one departing division. Buyers underestimate how long bank mandates and customer novations take. Both biases argue for longer TSAs than pride prefers — and for honest fees so the parent is not subsidising the exit forever.
Communication to customers
Customers notice when invoices change entity names. Sequence the commercial notice with the operational cutover, not with the legal signing dinner. Confusion here creates payment delays that neither side budgets for.