Why Integrations Break: TSAs, Carve-Outs, and the Hidden Dependencies That Derail M&A Deals with Donara Jaghinyan

Donara Jaghinyan – Transformation and Integration Leader

Donara joins us to pull back the curtain on why integrations break—and what it actually takes to make them work. With deep experience across healthcare, SaaS, professional services, and financial services in both public and PE-backed environments, Donara has led diligence, post-close integration, TSA execution, and enterprise system implementations. This episode tackles the hard truths about carve-outs, TSA management, day-one readiness, and the cross-functional dependencies that most teams miss until it's too late. If you've ever wondered why integration timelines slip or costs balloon, this conversation delivers the answers.

Things you will learn:

• Why TSAs aren't contracts, they're projects with hard deadlines, cost escalations, and integration dependencies that functional teams consistently underestimate

• The hidden complexity of carve-outs and how scope, vendor negotiations, and people gaps create surprises even with solid diligence

• How Integration Management Offices (IMOs) orchestrate cross-functional dependencies that functional leads can't see

_____________

💡 Tired of spending weeks organizing seller documents and building diligence checklists from scratch?

DealRoom helps M&A teams cut manual review time and move faster through diligence. Automatically organize messy data rooms, surface risks earlier, and generate tailored diligence requests in seconds—so your team can focus on analysis, not admin work.

👉 See how AI can streamline your next deal: dealroom.net/ai

__________________

Episode Timestamps

• [00:02:30] From International Relations to M&A Integration – Donara's unconventional path from Armenia to becoming a full-time integration leader in Boston

  [00:04:00] The Dependency Problem No One Sees Coming – Why integration isn't just about systems or people—it's about understanding what breaks when you miss upstream and downstream connections

  [00:06:00] Why You Can't Just Promote a PM to IMO – The critical difference between project management and integration program leadership

  [00:07:00] What Gets Underestimated in Carve-Outs – Scope creep, vendor negotiations, and people gaps that blindside even experienced teams

  [00:09:00] TSAs Are Projects, Not Contracts – Why treating TSAs as temporary extensions instead of hard deadlines creates integration debt and cost overruns

  [00:13:00] Managing Two Carve-Outs Simultaneously – The story of integrating two business units with heavy TSAs, cross-border complexity, and mismatched organizational structures

  [00:19:00] Getting IMO Involved Before LOI – How early integration involvement during diligence creates smoother execution and realistic timelines

  [00:30:00] Day One Readiness and the 30/60/90 Framework – What actually happens from day one through the first 90 days, including controls, discovery, and execution milestones

  [00:37:00] Integration Governance That Actually Works – Structuring steering committees, functional cadences, and escalation paths that keep deals on track

  [00:40:00] The Integration Kickoff That Sets the Tone – What to cover, who to involve, and how to align teams on why the deal matters

Questions, comments, concerns?
Follow Kison Patel for behind-the-scenes insights on modern M&A.