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Editorial

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At DLA Piper LLP (US)the lawyers are pragmatic in their approach, possess sound technical knowledge and are very responsive’. Global co-chair and US chair of the technology, sourcing and commercial practice Vincent Sanchez, who works from both Chicago and Los Angeles, is recommended for ‘his speed and his sound and reliable advice’. The firm acts for both service providers and their customers, which benefit from its ‘expertise in both the legal and business sides of outsourcing’. It counts leading life sciences companies among its clients, alongside corporates such as Qualcomm, Inteliquent, CoreLogic and Hyatt Hotels Corporation. Gregory Manter, who splits his time between Chicago and San Diego advised Catalina Marketing Corporation on a five-year global deal to outsource application development to Mindtree. Manter is also acting for an international insurance company in the negotiation of two enterprise-wide data center and infrastructure outsourcing deals with a total value of $100m. Of counsel Anne Friedman in Los Angeles is recommended for outsourcing deals in the areas of information technology, software development and business process outsourcing (BPO).

Gibson, Dunn & Crutcher LLP has ‘one of the most dominant outsourcing practices in the US and services a blue-chip corporate client base’. Palo Alto-based Daniel Mummery, William Peters in Los Angeles and Stephen Nordahl in New York all have more than 20 years’ experience in the market and are co-heads of the firm’s strategic sourcing and commercial transactions practice. The firm focuses on domestic and international IT and BPO arrangements, including offshoring, shared services, contract restructurings and strategic alliances ranging in size from $5m to $35bn. Mummery and New York-based rising star Daniel Angel acted for insurance company MetLife in a BPO transaction with DXC Technology in the largest deal of its kind in the US insurance sector. A highlight for Peters was the outsourcing of digital and content management services for Southern California Edison Company. Nordahl’s work included advising Johnson & Johnson on a global finance and accounting transaction with Accenture in more than 65 countries.

Kirkland & Ellis LLP in Chicago was one of the first firms to move into the outsourcing space in the 1980s and it is known for the ‘deep bench of experienced lawyers’ in its technology and IP transactions group, who can ‘get deals done quickly and efficiently’. Outsourcing is a key focus for the group and co-chairs Gregg Kirchhoefer and Neil Hirshman are recognised as experts in the field. Kirchhoefer and rising star Aaron Lorber acted for healthcare billing and revenue cycle management services provider Accretive Health in the renegotiation of its master services agreement with its largest client, which involved $6bn in revenue and the rebadging of 8,000 employees as part of a ten-year deal. Work for buy-side clients included assisting Patterson Medical Holdings with an information technology outsourcing (ITO) arrangement with NTT Data. Matthew Lovell and Daniel Lewis are also recommended.

Mayer Brownreally knows what it is doing in the outsourcing space’ and has ‘a widely respected practice and a strong team’. The firm’s business and technology sourcing practice, which predominantly advises buy-side clients such as Sears Management Holding Company, has ‘a big presence across the US market and has a lock on the Midwest’. Clients also remark that it ‘understands market standards, which allows it to quickly resolve any issues’. Brad Peterson leads the practice from Chicago, where Rebecca Eisner, Paul Roy and rising star Joe Pennell are also recommended. Daniel Masur in Washington DC is also regarded as a leading light. Peterson’s recent highlights include assisting Caterpillar with the negotiation and governance of an agreement with technology company Uptake for a data analytics platform. Eisner’s work included advising Albemarle on the implementation, hosting and licensing of an enterprise resource planning (ERP) system, including on-premises and cloud software licenses.

Morgan, Lewis & Bockius LLP is ‘a destination firm with a reputation for innovative, first-of-kind deals’. The firm is ‘especially strong in the life sciences and pharmaceuticals sectors’ and has eight partners in its outsourcing and commercial transactions team. Barbara Melby, who is ‘a prominent market player with a track record in large transactions’, and Michael Pillion, who has a reputation for innovative deals in the financial services industry, lead the practice from Philadelphia. Other notable practitioners include Edward Hansen in New York, who recently acted for personal care company Estée Lauder in a $50m global finance and accounting transaction, and Doneld Shelkey in Boston. Rising star Ada Finkel joined the firm’s Boston office having previously worked for athenahealth and Dell. Another highlight for the firm was its work for clinical laboratory services company Quest Diagnostics in a revenue cycle management outsourcing deal.

Pillsbury Winthrop Shaw Pittman LLPhas had 30 solid years at the cutting edge of the market’, remarks one client. In Washington DC, Aaron Oser, who is ‘a very good lawyer and a strong player in the market’, leads the firm-wide global sourcing and technology practice, which is known for ‘timely and relevant advice’. James Alberg is regarded as a leading light and continues to act in high-value deals in the health and financial services sectors. Clients also recommend newly promoted Brooke Daniels as ‘especially helpful, knowledgeable and responsive’ and rising stars Meighan O’Reardon and the ‘outstanding’ James McPhillips, as well as Benjamin Dean and Virginia-based Craig Wolff, who ‘guide clients commercially as well as legally’. Austin-based Elizabeth Zimmer is ‘exceptional - she is an expert in her areas, intelligent, articulate and wonderful to work with’. A key deal for the firm was its work for NTT Data on all sourcing aspects of its $3bn acquisition of Dell’s IT outsourcing business.

Baker McKenzie LLP has ‘real depth and experience in its team, which always understands its clients’ business and how it will be impacted by outsourcing’. The global information technology, outsourcing and privacy team is based mainly in Chicago, where 20-year market veteran Samuel Kramer, Michael Mensik, Michael Stoker and Peter George (who is ‘outstanding in negotiations and great at explaining the issues’) are the prominent practitioners. Sonia Baldia in Washington DC is also recommended. The practice advises mainly buy-side clients, among which are McDonald’s, Cardinal Health, Kellogg Company and Mavenir. It has extensive experience in multi-jurisdictional outsourcing transactions, particularly in the areas of transformational IT and highly bespoke BPO deals. Counsel and data privacy expert Vincent Schroder is a new hire from McDermott Will & Emery LLP.

Hunton Andrews Kurth LLP is ‘able to advise on risk as much as on the process of contract negotiation’. The firm not only handles a high volume of traditional outsourcing deals, but also has a growing reputation for innovative and complex transactions across IT, human resources, finance and accounting, manufacturing and many more processes. Randall Parks leads the global outsourcing and technology practice from Richmond, Virginia, where Jeffrey Harvey and Andrew Geyer play key roles. Cecilia Oh in Washington DC is also recommended. The firm counts Axalta Coating Systems, Toys R Us, ManpowerGroup and Baylor Health Care System among its clients.

Latham & Watkins LLP advises both vendors and their clients on outsourcing deals in a diverse range of industries, including entertainment, financial services, telecoms, pharmaceuticals and hospitality. Anthony Klein in Silicon Valley is global co-chair of both the technology transactions group and the IT systems industry group. Within that group, JD Marple in Menlo Park and Jeremiah Wolsk in Washington DC are key partners. Marple’s recent work includes advising Spotify on the outsourcing of accounting operations such as order-to-cash, procure-to-pay, record-to-report and expenses management to Infosys. Wolsk’s highlights included advising regional wireless and wireline companies on the provision of telecoms services.

Loeb & Loeb LLP has ‘good lawyers who know their stuff in very complex and innovative deals’. The firm advises predominantly buy-side clients, often on multi-tower ITO and BPO transactions. Its ‘highly practical deal enablers who partner well with both in-house lawyers and consultants’ include New York-based chair of the technology and outsourcing group Kenneth Adler and partner Akiba Stern, who is ‘smart, easy to work with and zealously represents his clients’. Adler recently assisted one of the largest health systems in the US, Northwell Health, with the creation of new physician management services business Formativ Health, which provides revenue cycle management, IT outsourcing and patient access services. The firm also counts Guardian Life, JPMorgan Chase and Pizza Hut among its clients. Alison Pollock Schwartz in Chicago is also recommended.

Shawn Helms and Jason Krieser lead the technology and outsourcing practice at McDermott Will & Emery LLP from Dallas, where nine lawyers focus on outsourcing, including recognized market expert David Guedry and newly promoted Heather Bethancourt. The firm advises both buy-side clients and service providers and its highlights included acting for agrochemical and agricultural biotechnology corporation Monsanto in a $500m application development and maintenance outsourcing deal with IT services company Cognizant. Helms and Krieser led that transaction and also helped insurance provider and new client the United Services Automobile Association with a $250m cloud software procurement deal with IBM. Buy-side clients include Abbott Laboratories, Twitter and HealthPlan Services. The team also acts for service provider HCL.

Morrison & Foerster LLP has a long history in the outsourcing market and acts for clients in a broad spectrum of industries from pharmaceuticals to financial services. It handles both traditional ITO and BPO agreements, as well as transformational outsourcing deals, thanks to its experienced team, which includes chair of the global sourcing group Christopher Ford in Washington DC. In New York, John Delaney and US sourcing practice co-chair Vivian Hanson are highly regarded and experienced practitioners with a strong track record of technology-driven deals. Paul Jahn in San Francisco acted for First Republic Bank in a deal with mobile banking services provider Q2. Washington DC-based Thomas Knox is also recommended.

White & Case LLP’s global sourcing and technology transactions practice has recognized strength across IP, IT and outsourcing deals, including complex cross-border transactions. In New York, Adam Chernichaw, whose clients include WhatsApp and Royal Bank of Canada, and Daren Orzechowski, who advises Intel and Google, are the key contacts. Chernichaw’s recent work included advising Natixis on digitalization and regulatory-driven technology matters, which involved the procurement of cloud services for its compliance processes. Orzechowski acted for SalesForce on IT and cloud computing matters as part of a wide-ranging project that included the creation of a new data-as-a-service offering.

Trusted Advisor - with Finnegan

IP specialist Finnegan detail how their collaborative approach makes for a unique culture which is designed to allow them to work with clients in a way which is cognizant of the challenges facing all companies today.

WilmerHale has ‘privacy and security practitioners at the top of their game and a tradition of excellence in its outsourcing team’. Robert Finkel in New York brings more than 25 years’ experience to his role as head of the firm’s six-partner outsourcing team and is also part of the fintech group. Financial institutions such as UBS account for around half of the firm’s outsourcing work, though it also advises corporates such as Medtronic, McGraw-Hill Education and Eldridge Industries. Finkel advised Hilton Worldwide on a co-branded credit card partnership agreement with American Express. In Boston, Michael Bevilacqua, who focuses on technology-related deals, and Jeffrey Johnson, who handles licensing and collaboration agreements, are key partners in the practice. Johnson is currently acting for Analog Devices in a warehouse outsourcing agreement with a service provider in Singapore.

In Atlanta, ‘vastly experienced and prominent market player’ Peter Quittmeyer and Robert Pile are co-heads of the practice at Eversheds Sutherland, which climbs the ranking on the basis of its expanding global outsourcing practice and its strong roster of US buy-side clients. R. Robinson Plowden is ‘very prominent in the data center leasing space’. The ‘co-operative and collaborative’ Michael Steinig in Washington DC is ‘a pleasure to work with and always works through issues in a way with which the client is comfortable’. New Washington DC-based hire Michael Bahar, who was previously general counsel to the minority staff of the US House of Representatives Permanent Select Committee on Intelligence, leads the US cybersecurity and data privacy team and has extensive outsourcing experience. The firm’s recent highlights include advising Georgia Technology Authority on a $150m IT initiative to move to a multi-sourced model for service provision.

The technology transactions and outsourcing practice at Foley & Lardner LLP has more than 20 years’ experience in the field and has a deep bench of talent across its wide network of US offices. In Los Angeles, James Kalyvas leads the practice and along with Michael Overly is seen as an experienced practitioner. Aaron Tantleff in Chicago and Chanley Howell in Jacksonville are also key partners. The firm advised MUFG Union Bank on a wide range of technology and outsourcing agreements, including the negotiation of a hosted HR ERP solution and the transition of locally hosted applications to a fully hosted environment at FIS.

Hogan Lovells US LLP provides ‘timely, knowledgeable advice tailored to clients’ needs and has the excellent ability to draw on broad experience’. One client describes it as ‘a one-stop shop with experienced lawyers backed up by a fantastic regulatory group’. The firm handles the full spectrum of outsourcing transactions, including IT, BPO and manufacturing services, and climbs the ranking on the strength of key partners in Northern Virginia Zenas Choi, who ‘has deep industry insight’, and the ‘thoughtful and meticulous’ Michael Larner, and Denver-based David London, as well as Audrey Reed in Washington DC. The hire of John Brockland in San Francisco from Weil, Gotshal & Manges LLP adds significant expertise to the firm’s West Coast offering. Reed and Choi advised Estée Lauder on an ITO deal to transform its data center, networking and IT support functions.

Kelley Drye & Warren LLP has a team of ‘good, experienced lawyers’, among whom clients recommend Michael Ryan in Chicago and New York-based Deepak Nambiar. Ryan leads a team of seven partners who act mainly for vendors such as Cognizant, though the firm does also advise mid-market buy-side clients. Senior associate Marcella Hein in Chicago is a rising star who plays a key role in the majority of the firm’s major deals. Among the firm’s highlights was its work for investment banking company Stout Risius Ross, consultancy West Monroe Partners, e-commerce intelligence company Vertical Web Media, and Experian Automotive in various outsourcing and software licensing matters.

Kilpatrick Townsend & Stockton has ‘a strong track record, experience and reputation’. The firm’s global sourcing and technology team, which is led from Dallas by James Steinberg, includes five partners, two counsels and six associates. It has a strong track record in domestic and cross-border ITO and BPO deals for companies in sectors such as media, telecoms, pharmaceuticals and health insurance. Its impressive list of buy-side and vendor clients includes Intercontinental Hotel Group, Iron Mountain, Wellmark, AT&T, Invesco Group Services and Novelis. The bulk of the team is based in Atlanta, where Joshua Ganz and James Paine are key partners.

Proskauer Rose LLP has ‘an outsourcing team that understands both the technology and the underlying business’. Jeffrey Neuburger in New York has focused on outsourcing for more than 30 years and is co-head of the TMT practice along with Robert Freeman. The firm advises both vendors and buy-side clients in a range of industries including retail, financial services and leisure. It is one of the leading players in emerging areas such as blockchain technology, which could have major implications for the outsourcing market. Neuburger recently advised Time, which is one of the largest branded media companies in the world, on a large-scale advertising sales outsourcing agreement. He also counts JPMorgan Chase, construction industry contractor Component Assembly, construction industry analytics provider C/F Data, and website development company VerticalScope among his clients.

Venable LLP’s technology transactions and outsourcing team has a national presence with expertise spread across its offices in Washington DC, San Francisco, New York, Baltimore, Los Angeles and Northern Virginia. The firm has a unique focus on facilities management outsourcing for clients in diverse industries including energy, retail, hospitality, entertainment and media. The practice is led from Washington DC by William Russell, Nora Garrote and AJ Zottola, and by James Nelson in New York, and it is backed up by a strong regulatory and government affairs team. Their recent work includes advising a worldwide organization on an enterprise-wide outsourcing agreement that covers the full range of IT services.

At Arnold & Porter, Los Angeles-based Matthew Maccoby has 25 years’ experience advising clients on ITO and BPO deals. Technology industry veteran Ira Moskatel is also recommended for advice on data warehousing, call centers, software development and e-commerce matters. The firm’s recent highlights include advising a large entity in the education sector on a $150m deal to outsource key elements of its infrastructure and materials development processes.

Bracewell LLP has ‘a team of experienced lawyers who provide good value compared to many of their competitors’. Houston-based Jeffrey Andrews leads the practice, which acts for clients in industries as diverse as energy, financial services, consumer products, retail, manufacturing and commercial aviation. He recently acted for an oilfield services company in the structuring and negotiation of an ITO deal with IBM. Another highlight saw him advise Oncor Electric Delivery Company on its latest strategic sourcing agreement, having handled 30 such deals for this client with a total value of more than $1bn during the last eight years. Southwest Airlines and American Water Enterprises are also clients of the firm.

Ross Docksey in Chicago leads the practice at Dentons, which has a long track record in ITO, BPO, human resources outsourcing (HRO) and facilities management deals. Carol Anne Been is also recommended. A key deal for Docksey in 2017 saw him advise motor vehicle manufacturer Ashok Leyland on the establishment and operation of its affiliate Hinduja Technology, which provides IT outsourcing services to US companies in the automotive sector and other industries. The firm advises both buy-side clients and service providers.

Jones Day’s main outsourcing partner Kevin Lyles retired at the end of 2017, but the firm retains significant expertise in technology, IP and outsourcing matters. Mauricio Paez in New York advises blue-chip companies on legal issues arising from digital transformation projects, data protection, cybersecurity, emerging technologies and outsourcing deals. Todd McClelland in Atlanta is also recommended.

K&L Gates has two well-regarded practitioners in Dallas in ITO expert Nigel Stark and practice head and industry veteran John Howell. Susan Altman in Pittsburgh is also recommended. Howell advised travel commerce platform Travelport on the negotiation of a major contract with Tata Consultancy Services as part of the client’s broader process of business transformation. Among Stark’s highlights was his work for Finland’s largest airline, Finnair, on the outsourcing of internet connectivity services for its entire fleet, which will allow passengers to use WiFi connectivity during flights. Deere & Company, MoneyGram International and industrial company Nortek are also clients of the firm.

McGuireWoods LLP in Chicago ‘knows the industry well, response times are never an issue and the lawyers advise on matters end-to-end’. Steve Gold, who is chair of the cross-departmental technology and outsourcing practice, ‘has an impressive technical and business background’. Derek Roach is recommended for large-scale outsourcing deals as well as technology licensing and ERP integration. The firm’s recent highlights include Gold’s work for a leading satellite company in negotiating a deal for ground support services, and Roach’s advice to a large energy services company on the outsourcing of application development and application support services with a number of global service providers.

Skadden, Arps, Slate, Meagher & Flom LLP in New York has ‘a very strong practitioner’ in Stuart Levi who leads the firm’s intellectual property and technology group and co-ordinates its activity in outsourcing and privacy matters. With a background in computer science, data privacy and the IT industry, he regularly advises clients on emerging technologies such as blockchain and on regulatory matters. The scope of the firm’s work encompasses ITO, call center, HRO, procurement and enterprise-wide BPO deals. Levi recently acted for BlackRock in an outsourcing agreement in which JPMorgan will serve as custodian of more than $1tn of the company’s assets. He also advised vendor Hexaware Technologies on its provision of outsourcing and IT services to Christie’s.

Wiggin & Dana LLP is ‘a very experienced firm with a solid group of lawyers and the outsourcing practice has developed a strong reputation on the service provider side of the market’. In New Haven, practice leader Mark Heaphy and Tamia Simonis are ‘very impressive and great to work with’. Clients also recommend John Kennedy, George Kimball, whose experience includes time as associate general counsel at HP, and Sarvesh Mahajan, who ‘have good touch and tone and work tirelessly to get the job done’. The firm routinely acts for many of the largest global and US-based providers of outsourced services.

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