Having suffered a heavy defeat in the Donbas Defensive Operation in October 1941, the troops of the Soviet Southern Front (commanded by Colonel General Yakov Cherevichenko) withdrew to the Debaltsevo–Bolshekrepinskaya–Khapry line by the beginning of November 1941.

Since Rostov-on-Don remained the main target of the German offensive, the 56th Separate Army (Lieutenant General Fyodor Remezov) was deployed on the approaches to the city, which hastily created the Rostov–Novocherkassk fortified region and was responsible for the immediate defense of Rostov.

[1] The command of Army Group South (General Field Marshal Gerd von Rundstedt), after a short pause to pull up the rear, was preparing to resume the operation to capture Rostov.

However, having received intelligence information about the strengthening of the Soviet defense on the shortest route to Rostov along the Taganrog–Rostov-on-Don railway along the Azov Sea coast, it decided to change the direction of the main attack and carry out a deep enveloping maneuver from the north and northeast, through Dyakovo, Shakhty, Novocherkassk.

Not having in their reserve tank forces to parry a German strike and not counting on replenishing their significantly weakened troops, the Commander–in–Chief of the South–West Direction, Marshal of the Soviet Union Semyon Timoshenko and Cherevichenko focused on exhausting the enemy with stubborn defense.

Parts of the 9th Army of General Fyodor Kharitonov combined stubborn defense with active actions, inflicted three powerful counterattacks on the wedged enemy.

A front line configuration favorable for the Soviet side was formed, convenient for striking the flank and rear of the 1st German Tank Army.

On November 8, the Commander–in–Chief of the troops of the South–Western direction, Semyon Timoshenko, reported to the Supreme Commander–in–Chief Joseph Stalin the plan of an offensive operation with the aim of defeating the 1st German Tank Army.