Thanh Pham wants build-operate-transfer handovers run like mergers from day one

Pham's argument depends on what the buyer thinks it is taking over. "Companies assume operational capability is a tangible asset that can be boxed up and shipped," he wrote ^[18]. In his account the capability is tacit knowledge, the working sense of how things actually get done. The vendor's team builds it over thousands of hours in the operate phase, and standard transition checklists ignore it ^[19]. "You cannot document your way out of a complex operational handover," he wrote ^[6].

Pham is chief executive of Saigon Technology, a global software development company ^[1]. A finance chief reading his column would want to know how often handovers fail. The headline says most build-operate-transfer deals do ^[16]. The text does not give a rate, and its evidence is what executives say off the record ^[5].

A buyer can check the incentives against its own contract. As the transfer date approaches, Pham wrote, the vendor moves its best managers and top architects to pitch and build the next client account, and a B-team is left to handle the paperwork ^[9]. He wrote that the vendor's aim quietly moves from running the operation well to getting out of it efficiently ^[10]. In my view, a contract whose final payment follows a signed transfer and a delivered stack of runbooks pays the vendor for that shift.

The staff being transferred go through a change of their own. They were hired by a vendor with a flat hierarchy and are absorbed into a heavily matrixed corporation ^[11]. Pham names that culture shock, together with the vendor's rush for the exit, as the pair buyers have to manage ^[11]. "If you aren't actively managing both, your best talent will simply update their resumes on LinkedIn and leave before the ink is dry on the transfer agreement," he wrote ^[17].

Pham's fix depends on timing. The first of the three guardrails he names replaces the cutover date with co-piloting ^[13]. Three to six months before the official transfer, the buyer embeds its own managers in the vendor's operation to co-manage sprints and sit in on incident post-mortems ^[13]. On the 30-month timeline he uses as his example, buyer managers would be inside from month 24 to 27, the last 10 to 20 percent of the term ^[15]. "Treat the handover like a complex corporate merger, not a light switch," he wrote ^[14].

The trade-off is about when the buyer pays. A buyer that funds co-piloting pays in the months before transfer, for managers learning an operation it does not yet run. A buyer that treats the transfer as a closing pays in the six months after, when Pham says turnover rises and productivity falls ^[4]. It is then, in his words, "left paying full price to relearn lessons the vendor already solved two years ago" ^[8].