Why TSA Drafting Is a Time and Cost Bottleneck
A carve-out TSA is not a form document. Each service schedule requires a detailed inventory of the dependency — what the service is, who provides it, what the SLA should be, how it is priced, and when the buyer can exit. Outside counsel builds this from interviews, data-room documents, and prior TSA negotiation emails, then drafts and revises through multiple counterparty markups. The drafting hours are real, but a significant portion of the cost comes from the front-end inventory and population work that corporate teams could do more efficiently with the right tooling — they have the institutional knowledge; they lack the structured workflow to turn it into clean service schedules quickly.
How the Agent Accelerates TSA Production
An AI Labor Company agent mines prior TSA service-schedule negotiation emails and SLA definition workbooks to reconstruct the TSA drafting workflow your team has run on prior transactions. It then deploys a managed Gemini agent to inventory carve-out IT, HR, and finance service dependencies from the data room and integration workstreams, draft service-level schedules with pricing structures and exit-rights provisions appropriate to the transaction, and route the assembled draft TSA to Corporate Counsel for commercial review before counterparty markup begins. Outside transaction-counsel TSA drafting hours fall roughly 55% — counsel focuses on negotiation and legal precision rather than populating schedules from scratch.
The Business Case: Deal Velocity and Cost Reduction
This is primarily a cost and deal-velocity story. A TSA package that takes three weeks instead of seven to reach first draft compresses the pre-close timeline, which matters when deal economics are sensitive to time and when the seller's management team is tracking the transaction on a tight calendar. The 50–70% reduction in drafting and population work, with the agent live in about 10 weeks, translates directly into lower outside counsel invoices on a per-transaction basis — and on a PE firm running multiple carve-outs in a year, that cost reduction compounds across the portfolio. Corporate Counsel retains full control of the commercial and legal review; the agent removes the mechanical work that currently sits between them and the negotiation.
Each of our carve-outs has a different service dependency profile. Does the agent need to be re-configured for each transaction?
The agent is initialized from the prior TSA artifacts and SLA workbooks relevant to the current transaction's industry and service profile. The core workflow is consistent, but the service inventory and schedule logic adapt to the specific dependency set — there is no generic template applied across transactions.
What happens when the counterparty markup introduces service definitions we didn't anticipate?
The agent assists with markup analysis by flagging deviations from the drafted schedules and generating redline summaries for Corporate Counsel review. Novel service definitions added in markup are routed for counsel judgment rather than auto-resolved — the agent supports the negotiation workflow, it does not conduct it.
Can the agent handle the IT service dependencies specifically, given how technical they tend to be?
Yes. IT service dependency inventories — infrastructure, applications, data feeds, identity management — are typically the most complex part of a carve-out TSA, and they are also the most amenable to structured extraction from data-room documentation. The agent is particularly effective on IT schedules where the dependency list is long and the SLA logic is formulaic.