Identify Tsa Issues

---
name: identify-tsa-issues
task_id: corporate-ma/identify-tsa-issues
description: Guides preparation of a transition services agreement issue memo for the service recipient where legal, commercial, and operational risks must be identified and cross-checked against the governing transaction documents and internal materials.
activates_for: [planner, solver, checker]
---

# Skill: TSA Issue Identification for Service Recipient

## 1. Subject-matter triage (only if applicable)

- Treat the TSA as a post-closing operating bridge, not a standalone contract; read it alongside the deal documents and the internal workstream materials that describe how separation is supposed to function.
- Confirm whether the TSA is the only service instrument or one of several related transition arrangements; if multiple service scopes exist, analyze each distinct service bundle separately rather than as one combined risk.
- Start from the service recipient’s perspective: preserve business continuity, data access, operational control, and a credible path to exit the provider’s systems.

## 2. Failure modes the skill is correcting

- The TSA is reviewed in isolation, so conflicts with the governing transaction documents and post-closing arrangement terms are missed.
- Operational problems described in internal correspondence, diligence notes, or downtime materials are not translated into legal issues, leaving business risk unaddressed.
- Pricing and reimbursement provisions are read without checking the support, methodology, or scope definitions that drive the actual economic burden.
- Service levels, remedies, and continuity commitments are described generically instead of tested against the recipient’s need for enforceable performance protections.
- Exit, transition-assistance, and partial termination rights are underdeveloped, leaving the recipient dependent on the provider longer than necessary.
- Data ownership, access, return, and deletion provisions are treated as boilerplate even though they determine control over key business inputs and outputs.

## 3. Legal frameworks / domain conventions that apply

- Service-recipient orientation: flag any term that preserves provider control at the expense of the recipient’s operational independence, data portability, or migration timetable.
- Transaction-document consistency: any TSA term that conflicts with the acquisition agreement, ancillary documents, disclosure schedules, or expressly contemplated post-closing arrangements is a priority issue.
- Service levels and remedies: identify whether the TSA sets measurable service standards, escalation paths, cure mechanics, credits, or other remedies that are meaningful for recurring operational failures.
- Cost transparency and auditability: cost-plus or pass-through charges should be testable against a defined methodology, supporting records, and an audit right that is workable in practice.
- Continuity and outage management: where the source materials show prior performance problems, the TSA should address downtime, backup procedures, incident notice, and business-continuity obligations.
- Data and systems control: the recipient should retain usable rights to access, extract, return, and, where appropriate, delete its data, credentials, and related records.
- Exit and transition assistance: the TSA should support a controlled wind-down by service line, not force an all-or-nothing termination posture or impose leverage-heavy extension mechanics.
- Controlling authority: when a conclusion turns on a legal rule rather than a commercial judgment, identify the governing contract provision, statute, regulation, or other source of authority that supports the point.

## 4. Analytical scaffolds

- Read the deal documents first for post-closing service architecture, allocation of responsibilities, timing constraints, and any express limits on the TSA.
- Read the TSA by service category, not by article only; for each service, test scope, duration, performance standard, fee model, termination path, and exit support.
- Read the internal materials for separation milestones, known pain points, system dependencies, incident history, and any business positions on acceptable economics or governance.
- Compare the TSA against the supporting materials clause by clause and flag every mismatch, omission, or overreach that changes the recipient’s risk profile.
- For each issue, anchor the analysis to the source documents: identify the scale of the issue from the record, identify the interacting provision or document, and state the resulting legal, commercial, or operational consequence.
- Assign a uniform severity level to each issue using a short ordinal scale defined at the outset of the memo, and apply that scale consistently.
- If the sources contain multiple service categories, transition periods, fee models, or operational workstreams, enumerate them separately before analysis so no distinct issue is collapsed into a generic observation.
- End each issue with a concrete recommendation that can be acted on by counsel or the relevant business owner and timed to the transaction milestone or operational dependency reflected in the record.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Map the TSA against the closing-to-exit timeline: identify what must work immediately after closing, what can be deferred, and what must be finished before the recipient can stand alone.
- Distinguish provider-controlled systems from recipient-controlled systems, and identify where a dependency in one system tier creates risk in another.
- Track service dependencies vertically across the stack: people, process, systems, data, and vendors; a weakness in any layer may defeat the written remedy.
- Track temporal dependencies across the transition period: commencement, interim milestones, extension rights, notice periods, and wind-down dates.
- Where the TSA interfaces with other deal documents, note whether the other document governs priority, overrides inconsistent terms, or creates a timing mismatch that affects exit planning.

## 6. Output structure conventions

- Produce a single issues memorandum for the service recipient; do not draft a summary of findings in lieu of the memo.
- Use a conventional memo shape: opening overview, priority legal/transaction conflicts, commercial and pricing issues, operational and service-level issues, data and systems issues, and exit/transition issues.
- Define the severity scale once near the top, then apply it to each issue entry in a consistent format.
- For each issue entry, include: brief issue headline, severity, source-based explanation, cross-reference to the interacting document or provision, consequence for the recipient, and recommended action.
- Group like issues together only after the priority conflicts have been isolated; do not bury a document-level inconsistency inside a general operational discussion.
- Keep the memorandum action-oriented and specific to the source record; avoid generic TSA commentary that cannot be tied back to a clause, schedule, or internal material.