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Editorial

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Gibson, Dunn & Crutcher LLP’s renowned practice covers the full range of outsourcing and technology transaction matters, with an emphasis on complex onshore as well as offshore information technology outsourcing (ITO) and business process outsourcing (BPO) transactions, including outsourcing renegotiations and restructurings, shared services, business transformation, licensing and contract manufacturing arrangements. Palo Alto-based Daniel Mummery, New York-based Stephen Nordahl and Los Angeles’ William Peters are chairs of the group. New York-based Daniel Angel was recently promoted to the partnership and focuses on technology transactions, including IP licensing, outsourcing and IP/IT issues relating to M&A and financing transactions. For MetLife, the team handled the outsourcing to third-party administrator Alliance-One Services of $1bn in claims processing regarding a closed block of seven million insurance policies. The team also advised Agrium, a global agricultural producer, with a multi-vendor IT outsourcing initiative, including an agreement with Tata consultancy services for infrastructure and applications maintenance and support services and a second agreement with Infosys for applications maintenance and support services.

According to a client, the service at Mayer Brown is ‘very high quality; the lawyers are responsive, thorough, business-minded, and experts in their field’. Highly regarded Brad Peterson heads the practice with support from key partner Rebecca Eisner, who is ‘an expert when it comes to technology transactions, the handling of large complex matters, and negotiating with technology vendors’. Joe Pennell negotiated a $300m transition services agreement (TSA) for Wells Fargo, which was part of the acquisition of GE Capital’s commercial distribution finance and vendor finance platforms. Other highlights included assisting an educational technology company with negotiating a five-year $185m agreement with computer and web service providers for data center management and cloud migration and hosting services for its client-facing applications. Rohith George was promoted to the partnership in November 2016 and has particular strengths in advising on business process and technology outsourcing.

The Morgan, Lewis & Bockius LLP practice is co-led by Philadelphia-based Barbara Melby, who ‘has tremendous technical expertise and is a strong negotiator when it comes to achieving clients’ goals’, and Michael Pillion, who ‘has great industry knowledge and business acumen’. Clients say the overall level of service is ‘outstanding’ and recent highlights include advising Quest Diagnostics, a diagnostic laboratory services provider, on a BPO deal to outsource Quest’s revenue cycle management function to Optum360, valued at over $2bn. The transaction involved the transfer of over 2,300 Quest employees to Optum360 and was led by Edward Hansen, who recently rejoined the New York office from McCarter & English, LLP. Doneld Shelkey is another key team member, who negotiates outsourcing transactions for manufacturers, technology innovators and retailers.

Pillsbury Winthrop Shaw Pittman LLP demonstrates its strengths in the full range of technology-related transactions, including ITOs, BPOs, enterprise resource planning (ERP), cloud computing and system development and implementation as well as the outsourcing of cybersecurity. Aaron Oser heads the practice and is currently advising an investment bank on a $100m annual global facilities management outsourcing transaction. Joseph Kendall is leading a team advising Blue Cross Rhode Island on its re-bid of a group of its IT and BPO functions, worth $300m. Austin-based Elizabeth Zimmer is leading a matter for Paladin that involves organizing almost 300 US community banks to negotiate contracts for member financial institutions in order to increase leverage in negotiations with core processing providers. Robert Zahler was also involved in the matter and is a key team member, as is counsel Meighan O’Reardon. Named attorneys are based in Washington DC unless otherwise stated.

Baker McKenzie LLP’s Chicago-based practice is led by Michael Mensik and is well known for its expertise in complex, multi-jurisdictional outsourcing transactions, with an emphasis on complex IT, communication, shared services and data management outsourcings. Key contacts include Sonia Baldia, Michael Stoker, Samuel Kramer and Peter George. The team is advising a leading healthcare company on a range of matters, including technology transactions and managed services agreements with domestic and offshore providers, a software as a service (SaaS) implementation project, and the delivery of an offshore shared service center for the delivery of BPO services. Other highlights included advising a global restaurant chain on IT agreements, software licenses, open source and inter-company agreements, and export controls related to IT products, among other things. Lindsay Martin is also recommended.

DLA Piper LLP (US)’s practice is led by Vincent Sanchez, who advises buyers and suppliers of outsourced services, and is experienced in large-scale global implementation projects and BPOs involving human resources, accounting, financials and technology. Greg Manter led a team which advised telecoms services provider Inteliquent on the negotiation of a large services agreement over a three-year term, which requires the client to provide wireline and mobile public switched telephone network and routing services throughout the US, Alaska, Hawaii and Puerto Rico for T-Mobile. Manter is also assisting a major insurance company for business, agribusiness and home and auto cover with the negotiation of a master services agreement (MSA) with PwC for consulting and implementation services. Associate Ryan Sulkin’s strengths range from ITO deals, data protection, licensing, e-commerce and IP. Adam Sak departed for a position at SourceTech Law Group and Sachin Lele departed for a position at DRL Enterprises.

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.

Foley & Lardner LLP has a deep bench of expertise spread across key locations, including Boston, Chicago, Jacksonville, Los Angeles, Madison, Milwaukee, San Diego, Tallahassee and Washington DC. The group is led by Los Angeles-based James Kalyvas, who is widely known for his skills in ERP, customer relationship management (CRM), vendor selection, technology implementation, and enterprise management of technology assets. Clients appreciate the team’s ‘ability to leverage, its responsiveness and its value for money’. Kalyvas recently assisted a Fortune 100 company with the procurement and negotiation of a $100m global facilities management outsourcing, which included developing the master agreements and financial model structure. Key contacts include Michael Overly, Chanley Howell and Aaron Tantleff.

The ‘second-to-none’ team at Hunton & Williams LLP is ‘consistently impressive on overall service’. Virginia-based Randall Parks leads the group, which is located in Washington DC and Richmond, Virginia. Andrew Geyer and Jeffrey Harvey are key team members. Geyer is ‘extremely knowledgeable, always quick to respond and interacts very well with clients’; Harvey recently acted with Parks in providing outside counsel to a tobacco company regarding amending its existing infrastructure outsourcing agreement, which included various new offshore components, and also assisted the client with a new network services outsourcing transaction, negotiated various security outsourcing initiatives and assisted with the development of its mobile application and device programs and policies. Washington DC-based Cecilia Oh was promoted to the partnership.

Kelley Drye & Warren LLP attorneys are ‘smart, practical and connected; they are great to work with and provide great value’. The practice, which is led by Chicago-based Michael Ryan, assists clients with developing new technologies and increasing their use of mobile devices and data analytics using digital platforms. Recent highlights include assisting Enova with the development of its contracting approach and templates for a new analytics as a service (AaaS) offering to the financial services industry, advising Experian Automotive on a series of agreements regarding a data acquisition for its automotive history reporting products, assisting MoneyGram with its review and market strategy for a new SaaS platform and contracting model, and assisting Invacare with negotiating agreements for the deployment of new computer infrastructure to support its business, which included integrating software packages and an infrastructure hosting agreement. Senior associate Marcella Hein was involved in the majority of these matters and is recommended.

Kirkland & Ellis LLP’s Neil Hirshman and Gregg Kirchhoefer co-chair the practice and have extensive experience in structuring and negotiating high-value outsourcing transactions and representing clients in the wireless, hi-tech, healthcare, medical devices, life sciences, aviation and insurance sectors. The team advised Accretive Health, a healthcare billing and revenue cycle management services, on the renegotiation of its MSA with Ascension Health, which involved a ten-year exclusive arrangement involving the rebadging of 8,000 employees and $6bn in revenue. Daniel Lewis assisted Patterson with the negotiation of a SaaS transaction and related implementation with NetSuite, and also advised on the negotiation of an ITO with NTT Data.

Latham & Watkins LLP advised Spotify on negotiating an arrangement with Infosys to support the client’s global accounting operations. Other work included negotiating several agreements on behalf of Brightstar involving the outsourcing of the client’s buy-back and trade-in services with respect to used mobile devices to a joint venture to be established with a major mobile phone service provider, which would also include international logistics and refurbishment services. The team also handled Markit’s introduction to the outsourcing market, whereby it won a contract to manage a series of indices for UBS Investment Bank. Key partners include Anthony Klein, JD Marple and Jeremiah Wolsk.

Loeb & Loeb LLP’s practice is led by Kenneth Adler from the New York office, who has extensive expertise in complex, multi-jurisdictional outsourcing transactions and data licensing agreements. Akiba Stern impresses clients ‘with his intellect and capacity to take complex issues and distill them for business partners, allowing for smart, creative solutions. He is also very practical and agile in finding mutually agreeable solutions’. For Hewlett Packard Enterprise, the team handled the $990m five-year MSA stemming from the sale of Mphasis, an IT services provider in Bangalore, to private equity funds managed by The Blackstone Group. Adler advised Northwell Health on a strategic alliance with OPKO Health for genetic testing and support services, including the formation of an LLC between Northwell Health and OPKO’s BioReference Laboratories division. New hires include Neil Lefkowitz in Washington DC and Philippe Manteau in New York.

Morrison & Foerster LLP’s practice is known for its expertise in outsourcing transactions involving cloud computing, multi-source and service integrator models, big data analytics and robotic process automation. Washington DC-based Christopher Ford heads the team, which includes Internet of Things (IoT) expert Vivian Hanson and John Delaney, who is an expert in advising on MSAs; both are located in New York. Work highlights included advising NNIT, a Danish IT services provider, on its outsourcing agreements with big pharma and biotech giants, advising Kaiser on its renegotiation of the disaster recovery portion of Kaiser’s $500m outsourcing arrangement with IBM, and assisting a shipping company with numerous IT-related transactions, including its renegotiation of a data center deal to support its global logistics system.

For one client, White & Case LLP is the ‘go-to’ firm due to ‘work being completed in a timely manner, with business interests properly protected’. Adam Chernichaw now jointly leads the group with Daren Orzechowski following Trevor Nagel’s retirement, and the pair contribute to an ‘exceptional service’. Based in New York, both partners have vast experience in creating BPO and ‘as a service’ solutions for highly regulated industries, including financial services and life sciences. The team advised Salesforce.com on a number of outsourcing matters, including a licensing and alliance arrangement with Thomson Reuters to provide access to Thomson Reuters’ collection of intelligent information for businesses and professionals through mobile apps using CRM technology; advising on a license and strategic alliance agreement with Dun & Bradstreet; and handling its acquisition of AKTA US, a mobile application development, design and consulting company.

At WilmerHale, Steven Barrett and Belinda Juran co-lead the technology transactions and licensing practice, which also includes key partners Michael Bevilacqua and New York’s Robert Finkel. Juran advises biotech, pharmaceutical, medical device, technology and service companies, while Barrett is skilled in the areas of technology acquisition, licensing, strategic alliance and joint venture transactions. Recent highlights include advising Hilton Worldwide on a payment processing transaction with Elavon, a processor of credit card transactions and a subsidiary of US Bancorp; advising Ironshore on a global outsourcing and application development transaction with Xchanging; handling the negotiation of a services agreement with Agile-1 on behalf of McGraw-Hill Education; and advising Select Equity Group on a fund administration outsourcing transaction with SEI. Other clients include Bloomberg, American Express, Goldman Sachs, Medtronic and PNC Bank. Named attorneys are based in Boston except where otherwise noted.

Jones Day’s practice is led by Kevin Lyles in Columbus, who has significant expertise in customer-side transactions, including in relation to BPOs, ITOs and offshoring. Recent work includes advising Verity Health System on the negotiation of a hospital revenue cycle management outsourcing agreement with Conifer Health Solutions, which involves Conifer Health providing enrollment and eligibility, clinical documentation improvement, health information management and accounting services for the client’s six hospitals across California. In another matter, the team advised Xcel Energy on the negotiation of professional services agreements with Ecobee, EnergyHub, Honeywell, Nest Labs and Simple Energy for the provision of smart thermostat devices and software services. Other key contacts include Todd McClelland in Atlanta and Mauricio Paez in New York.

McDermott Will & Emery LLP’s practice is co-led by Shawn Helms and Jason Krieser. The team is advising new client Nikon on a large BPO involving a third-party provider running its finance and accounting services. For other new client ExxonMobil, the team is revising its service agreement form and standard approach to outsourcing transactions, and for Kansas City-headquartered Commerce Bank, the team is handling an outsourcing deal that involves replacing the bank’s core IT systems. Further new clients include Monsanto, Abbot Labs, Twitter and LahiTapiola. Alfred Cheng joined as counsel from an asset management firm, Vincent Schroeter relocated from the Munich office to Orange County, and Heather Bethancourt was promoted to the partnership in January 2017.

Sidley Austin LLP’s team handled a number of major outsourcing transactions during 2016. These included advising an American fast-food company on the restructuring of its outsourcing relationship with a system integration company; advising a California-headquartered fast-food chain on the outsourcing of network telecoms for its franchise and corporate-owned stores to two network services providers; and assisting a state-chartered industrial bank with the outsourcing of its core processing platforms and systems to a core processing company. Co-chairs Mark Kauffman and Jeffrey Rothstein are based in Chicago, while Glenn Nash is in Palo Alto. Russell Weiss joined the Los Angeles office from Morrison & Foerster LLP.

Venable LLP’s practice is spread across Washington DC, San Francisco, New York, Baltimore and Los Angeles, and regularly handles outsourcings for hospitality, energy, petrochemical, non profit and entertainment sector clients. Nora Garrote, AJ Zottola, William Russell and New York-based James Nelson co-head the group, which has a depth of expertise in both vendor and customer-side outsourcings. The team recently acted as outside counsel to an American retail company, assisting with drafting and negotiating an MSA with a leading enterprise software provider for the implementation of a cloud-based e-commerce platform to host and manage the client’s retail stores and respective sale, inventory and purchasing systems. Named attorneys are based in Washington DC unless otherwise noted.

Arnold & Porter Kaye Scholer LLP’s merger has brought together a critical mass of outsourcing expertise, with key lawyers located in Los Angeles, San Francisco, Washington DC, New York and Silicon Valley. Los Angeles-based Matthew Maccoby advised an automotive company on the outsourcing of its recruiting function to a third party, and advised on the renegotiation of its outsourced claims management system.

Bracewell LLP’s team is led by Houston-based Jeffrey Andrews, who has vast experience in structuring and negotiating complex domestic and international ITO and BPO agreements. Recent work includes structuring and negotiating a $150m outsourcing agreement on behalf of Southwest Airlines for application development and maintenance services with a nearshore service provider; advising Oncor Electric Delivery on structuring strategic sourcing agreements for the supply of goods and services; and assisting a major international bank with renegotiating an existing IT outsourcing agreement with IBM. Other clients include American Water Enterprises, Fossil Group, Noble Energy and Mobile Mini.

Recent highlights for the team at Covington & Burling LLP include assisting a major sporting association with a software services arrangement with Microsoft 365, advising a cloud-based enterprise software services company on an outsourcing arrangement with TierPoint, and assisting an airline with negotiating its agreement with a provider of in-flight entertainment and other on-board services for the client’s entire fleet. Key contacts include head of the team Nigel Howard and of counsel Stuart Irvin, both of whom are based in Washington DC. Outsourcing arrangements within the pharmaceutical and healthcare space are other strengths of the firm.

Chicago’s Ross Docksey leads Dentons’ team, which recently advised Novus Law on negotiating an MSA to provide technology-based support services to a leading property and casualty insurance company. Todd Daubert in Washington DC is another key team member and has been assisting a leading mobile operator with several matters, including a voice interconnection agreement with a telecoms company, a multimillion-dollar dispute over ethernet backhaul arrangements with another leading mobile operator, and migrating the client’s networks to an IP-based interconnection.

Atlanta-based Peter Quittmeyer and Bob Pile lead Eversheds Sutherland (US) LLP’s practice and advise clients on IT infrastructure outsourcing, application development and maintenance services arrangements, payment processing agreements and the full range of BPO issues. The team provides ongoing advice to the Georgia Technology Authority in relation to all aspects of its large-scale, statewide, multi-year IT initiative, worth $150m annually. Other work includes assisting a leading data center owner and developer in a lease transaction with a Fortune 50 company for a Tier III-plus data center facility in North Carolina. Michael Steinig is another key contact.

Audrey Reed and Zenas Choi head Hogan Lovells US LLP’s practice and are well supported by the well-regarded David London in Denver and Michael Larner. Demonstrating its strengths in cross-border capabilities, the team advised VocaLink, a UK banking system payment clearing and settlement company, on an arrangement to license and support its technology to the Automated Clearing House for use in the US banking system. Choi assisted Vanderbilt University Medical Center with the separation of IT systems regarding the spin-out of the medical center, and Reed and Choi advised Estee Lauder on a global ITO affecting 47 jurisdictions which overhauled the client’s data center, collaboration, voice and data networking and IT support functions. Named attorneys are based in McLean, Northern Virginia except where otherwise stated.

Dallas-based John Howell heads K&L Gates’ team, with support from the well-regarded Susan Altman in Pittsburgh. Howell recently advised leading public hospital system Parkland on a transaction that involved the client and its affiliate Parkland Center for Clinical Innovation outsourcing its self-made technology to a new company, Pieces Technologies. Nigel Stark is known for his strengths in ITO transactions. Jill Louis rejoined the Dallas office in April 2016 after serving as general counsel at several companies, and Bruce Neilson departed in August 2016 to join the Office of the Inspector General in the Department of Veterans Affairs.

James Steinberg leads Kilpatrick Townsend & Stockton’s team from the Dallas office and is an expert on structuring domestic and offshore ITO and BPO transactions. The team typically acts for telecoms providers, health insurers and media and pharmaceutical companies. A recent example includes advising a biopharma trade organization on negotiating an agreement for the development, hosting, maintenance and operation of an online portal and subscription-based platform for use by its member pharmaceutical companies for conducting clinical trials. Other highlights included handling the negotiation of an agreement on behalf of a health insurance provider for the development, implementation and hosting of a front-end to their underwriting operations management platform.

McGuireWoods LLP’s Chicago-based practice is praised for ‘always bringing the right mix of partners as well as senior and junior associates and making the most efficient use of that mix’. Practice head Steve Goldbrings a technical and business background to the negotiation table; he can talk to leadership in their language as well as to vendors, his work product is top quality, and the client service is second to none’. George Spatzenables clients to make sound economic decisions due to his valuable input’. For a global satellite provider, Gold handled the renegotiation of engineering and ground support services and Spatz handled a threat response for a food retailer regarding a software upgrade in order for the client to continue using its financial program. Stephanie Strelau and Adam Grove departed for in-house positions.

Recent work undertaken at Proskauer Rose LLP includes advising a high-profile museum on outsourcing its technology infrastructure, including its ticketing, point-of-sale, inventory management and other systems; this involved a multi-vendor platform and multiple agreements. It also advised a sporting company on the implementation of new biometric-based security measures for a major event, including drafting appropriate notices related to the new measures, and assisted Component Assembly and its subsidiary C/F Data Systems with various technology transactions relating to the accumulation and use of data in the construction industry. Daryn Grossman and Jeffrey Neuburger lead the practice from New York.

New York-based Stuart Levi leads the practice at Skadden, Arps, Slate, Meagher & Flom LLP and leverages his background in computer science to advise on fintech and blockchain matters, cloud computing agreements, technology transfers, strategic alliances and joint ventures, and website and technology policies. The team’s recent highlights include advising a global financial company on outsourcing various compliance functions to a third-party vendor, advising a global insurance company on outsourcing of all of its back-office financial services and accounting operations, and advising a global logistics company on outsourcing payroll, HR, financial and accounting services.

The team at Weil, Gotshal & Manges LLP is led by Michael Epstein in New York and John Brockland in Silicon Valley. The team assists with the structuring, drafting and negotiation of BPO and ITO agreements on a national and international level. Recent highlights include advising Dignity Health on numerous large technology, outsourcing and IP-related transactions and advising on the IP and technology aspects of Lenovo’s acquisition of the Motorola Mobility business from Google.

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