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Editorial

Index of tables

  1. Technology: outsourcing
  2. Leading lawyers

Leading lawyers

  1. 1

Recent clients for Gibson, Dunn & Crutcher LLP include Hyundai Capital America, which the firm advised on the acquisition of certain technology and back office support functions in connection with the launch of its finance and leasing business in Canada. William Peters, a practice co-chair in Los Angeles, led this work, and is highly experienced in complex technology and outsourcing transactions, such as IT operations including data center, network, desktop support, telecoms, call center, and application maintenance and development services. Other co-chairs are Palo Alto-based Daniel Mummery, who focuses on complex onshore and offshore ITO and BPO transactions, and Stephen Nordahl in New York, who is experienced in disputes relating to strategic sourcing and commercial transactions. Other work includes representing DuPont in the renegotiation of its IT infrastructure outsourcing arrangement with IT company CSC. The team advised on several outsourcing arrangements for Credit Suisse Alternative Investments, including those with BNP Paribas and cloud services provider SS&C.

Mayer Brownfields experts in the area of real estate outsourcing, they are creative thinkers, and the overall level of service is excellent’, according to one source. Rebecca Eisner in Chicago led recent work for Thomson Reuters in relation to an outsourcing agreement for facility management services for facilities in 13 Latin American countries. Clients are impressed by Washington DC-based Kevin Rang’s ability to ‘resolve difficult issues that arise in negotiating major deals’. Chicago-based Daniel Masur ‘has very strong industry knowledge and an understanding of clients’ business goals; he provides exemplary advice’. Linda Rhodes in Washington DC ‘provides a very good balance of legal judgment and business acumen’. Brad Peterson has been assisting Lumileds - a spin-off of Philips - with software licensing, cloud services, managed service providers, and system integration. Cemex, VF Corporation, and Wolters Kluwer are clients. Joe Pennell of the Chicago office was promoted to the partnership in January 2016 and has a range of expertise spanning ITOs, BPOs and facilities management outsourcing. Paul Roy is recommended.

Pillsbury Winthrop Shaw Pittman LLP’s team provides ‘tremendous value and the depth of knowledge is invaluable’, according to a source. Notable practitioners within the group include Jeffrey Hutchings, who ‘has deep IT and contracting knowledge and always keeps the client’s interests at heart’, and Mario Dottori, who ‘is one of best - his drafting is top notch’. Aaron Oser leads the practice and is highly experienced in managing ITO and BPO relationships, licensing agreements, and cloud development and ERP system implementation transactions. Robert Zahler is highly experienced in the structuring of telecoms and managed network services transactions, the development of systems integration and custom system contracts, and computer software licensing. James Alberg represents clients in strategic, complex multinational ITOs and BPOs. Benjamin Dean was promoted to the partnership and focuses on negotiating and preparing buy and sell side services, BPO and ITO agreements, cloud and software-as-a-service (SaaS) arrangements, hardware lease agreements, ERP implementation and licensing agreements. Morgan Stanley, Nielsen, General Electric, IMS Health, NASCO and Dun & Bradstreet are clients. Joshua Konvisser departed for a position at Ernst & Young.

Sonia Baldia recently joined Baker McKenzie LLP’s Washington DC office from Kilpatrick Townsend & Stockton, and has provided a significant boost with her expertise in inbound and outbound India transactions. Her practice also encompasses IT and business processes, including finance and accounting functions, employee services, data analytics, telecoms, infrastructure, product engineering, and global service delivery models. Michael Mensik leads the team from Chicago, and recent experience includes advising a Fortune 500 healthcare company on complex technology transactions and managed services agreements with domestic and offshore providers. Peter George’s recent work includes advising a client with the structuring and negotiating of various recruitment process outsourcings. Other core strengths of the practice include RFP preparation and down selection, governance and renegotiation, and cross-border and regulatory issues related to ITOs and BPOs, including allocating legal and regulatory responsibility for outsourced services. Samuel Kramer is recommended.

At DLA Piper LLP (US), ‘the business acumen and technology sourcing knowledge is among the very best’, according to sources. Head of department Vincent Sanchez, who is based in Chicago, and of counsel Anne Friedman in Los Angeles, ‘both have extensive knowledge of building high-value technology sourcing deals for application and infrastructure, and provide superior guidance and direction on key terms within the deal structures’. Gregory Manter in Chicago acted for Inteliquent, a telecoms services provider, in the negotiation of a three-year services agreement valued at over $100m, pursuant to which the client provides inbound and outbound wireline and mobile network routing services on behalf of T-Mobile.

Hunton & Williams LLP’s practice is ‘second to none in terms of value for the level of expertise received, and it consistently exceeds expectations’, according to one client. Andrew Geyer and practice head Randall Parks are both based in Virginia and are recommended for their strengths in IT outsourcing and overall IT contract negotiation. Cecilia Oh was promoted to partner in the Washington DC office and has strengths in complex commercial contracts and technology-related transactions, including IT and human resources outsourcing, SaaS and cloud transactions, technology licensing and procurement, network security solutions, and e-commerce and payment processing services. Recent mandates include advising an international distributor of specialty technology products with its global ERP implementation, cloud services transactions and general IT matters. The team is also advising a luxury retailer on an e-commerce platform transaction and negotiations regarding a cloud services agreement.

Kelley Drye & Warren LLP’s team is led out of Chicago by the well-regarded Michael Ryan. In New York, special counsel Richard Cohen ‘has unique experience from his long in-house technology background, which brings great value to the table’. Recent high-profile mandates include acting for a large, global IT company in numerous BPO-related matters, including assisting with a multi-year transaction with a large life insurance company worth just under $1bn. It also assisted a large global management consultant services company with its cloud, digital and strategic offerings, as well as BPO litigation, and advised a global sportswear retailer on negotiating an enterprise-wide SaaS agreement to provide various back-office solutions. The firm has an affiliation with an independent law firm in India, which boosts its ability to provide advice on US-India IT outsourcing matters. MoneyGram, Aperture, Experian, Global Learning Models and Rose Associates are all clients.

Kirkland & Ellis LLP assisted Accenture with several outsourcing agreements in relation to the sale of its Navitaire unit, a provider of technology and business solutions to the airline and travel industry, to Amadeus IT. The sale includes an agreement under which Accenture will provide the buyer with infrastructure outsourcing, application and research and development services. Neil Hirshman, who co-leads the team, led this deal from the Chicago office along with Daniel Lewis. Other practice co-leader Gregg Kirchhoefer recently led an initiative to remaster a client’s overall outsourcing procurement policies, practices and documentation, and, for a client in the energy technology sector, Kirchhoefer assisted with the negotiation of a strategic alliance agreement and related license, outsourcing services, and manufacturing agreements with a geology bureau in Asia. Other notable work includes assisting a provider of customer care outsourcing services with the sale of the company to customer relationship management company Groupe Acticall, which is headquartered in France.

Anthony Klein, JD Marple and Jeremiah Wolsk lead Latham & Watkins LLP’s practice, which acts for clients such as The Carlyle Group, PwC, Time Warner, Siemens, Invista and Platinum Equity. Recent work includes representing a health insurance payer in a BPO transaction with a global business management consultancy for accounting, finance, call center and other services. In other work, it represented a global conglomerate in an outsourcing transaction for the maintenance and management of its facilities throughout the US. Wolsk is leading advice to a developer and manufacturer of satellite terminals in negotiations over a manufacturing and supply agreement for LCD technology. The team represents both vendors and users of technology, emerging technology companies, middle-market and goods and services companies, and large multinational corporations.

Kenneth Adler chairs Loeb & Loeb LLP’s practice, which has core strengths in the areas of cloud computing, ITO and BPO transactions, facilities management, logistics and procurement. Adler’s recent work includes advising North Shore-LIJ Health System on its partnership agreement with revenue cycle management services company Optum360 to manage North Shore-LIJ’s patient registration and billing. The ten-year agreement aims to transfer revenue cycle management functions for 14 of the health system’s 19 hospitals to Optum360. Leading partner Akiba Stern advised Yeshiva University on the outsourcing of its North American facilities, and Stern assisted Guardian Life with its infrastructure outsourcing to Amazon Web Services. TJX Companies, Citigroup, Toyota, Pizza Hut, Canon USA, and Horizon Blue Cross Blue Shield of New Jersey are all clients.

Morgan, Lewis & Bockius LLP’s team is made up of eight partners who focus primarily on outsourcing, technology and commercial transactions, and six others who are active in the field. Emily Lowe and Jason Rodriquez were both promoted to of counsel positions in 2015. Vito Petretti and Barbara Melby are particularly well regarded by clients. Recent mandates for group chair Melby include representing Starwood Hotels & Resorts in the renegotiation of its ITO agreement with Accenture. Petretti leads assistance to a large global pharmaceutical services company in connection with the restructuring of its outsourcing relationships for software application and maintenance services. In other matters, the team assisted a leading medical devices company with the outsourcing of its IT infrastructure operations. New client wins include Becton Dickinson, Columbia Pipeline Group, SeaSpine, and Verso. Michael Pillion is recommended.

Morrison & Foerster LLP’s team is led by Christopher Ford in Washington DC, and acts for clients such as Novartis, Warner Music Group, Mount Sinai Hospital, Visa and SoftBank. The team is advising audio advertising services provider XAPPmedia on technology transactions relating to its end-to-end advertising service for internet radio publishers and advertisers. John Delaney in New York and Russell Weiss in Los Angeles led advice to a unit of the Japanese telecoms company SoftBank in its acquisition of international streaming television company DramaFever. Ford is working with the London office to advise NNIT, a Danish IT services provider, on the terms of its outsourcing agreement with AstraZeneca and on other issues relating to its establishment and incorporation in other EU jurisdictions. New York-based Vivian Hanson, who is fluent in Japanese, has extensive experience in outsourcing, technology transfer, licensing, and SaaS.

White & Case LLP welcomed Arlene Hahn, previously of Weil, Gotshal & Manges LLP, to the New York office, who advises on intellectual property and technology matters. Trevor Nagel leads the practice and recently team up with the Paris office to assists the World Bank Group with a report on the implementation of cloud computing among WBG members, including the IFC. The team is also advising Altria and its subsidiary on matters arising out of its complex manufacturing and supply outsourcing arrangements for the production and supply of e-vapor and e-cigarette products in Asia for distribution in the US. Daren Orzechwoski and Adam Chernichaw are key partners and both were recently retained by a European bank to develop its internal global and local sourcing policies.

WilmerHale’s Michael Bevilacqua is leading work for 1366 Technologies regarding a manufacturing collaboration agreement with Tokuyama Corporation, a Tokyo-based chemical company, under which the client will be developing a new wafer technology for solar cells. Robert Finkel represented Select Equity Group in a fund administration outsourcing transaction with SEI. Broadcom, Analog Devices, Akamai Technologies, Johnson Controls and Progress Software are also clients. Steven Barrett and Belinda Juran are co-chairs of the technology transactions and licensing practice.

Foley & Lardner LLP’s practice is led by James Kalyvas in the Los Angeles office, who handles IT outsourcing, ERP, CRM, vendor selection, negotiation, technology implementation, and enterprise management of technology assets. In the Boston office, Matthew Karlyn rejoined from Cooley LLP and, in San Diego, Beni Surpin joined from Paul Hastings LLP; Karlyn has extensive experience in structuring and negotiating high-value outsourcing transactions, and Surpin has experience in representing clients in the wireless, hi-tech, healthcare, medical devices, life sciences, automotive, aviation, food and beverage, and fashion sectors.

New York-based Henry Lebowitz and Daniel Glazer co-lead Fried, Frank, Harris, Shriver & Jacobson LLP’s practice, and are known in particular for assisting UK-based tech companies looking to expand into the US. Lebowitz ‘is top notch, he is considered a go-to resource for IP matters big and small, obvious and obscure; he is also friendly and easy to work with’. Thomson Reuters, Ancestry.com, Johnson & Johnson, Goldman Sachs, Aerie Pharmaceuticals are all clients. The team acted as counsel to Ancestry.com and its subsidiary AncestryDNA in its collaboration agreement with Google’s Calico regarding evaluating anonymized data from Ancestry’s public family tree database and DNA database.

Kevin Lyles in Columbus and Mauricio Paez in New York head up Jones Day’s outsourcing practice, which recently welcomed Todd McClelland in Atlanta from Alston & Bird LLP. Dignity Health, Apollo Towers, Goodman Property Management, Cardinal Health, Salesforce.com and Xcel Energy are among its clients in the outsourcing area, as are the newly acquired Oklahoma Gas & Electric (OG+E) and Santa Barbara Cottage Health System. For the latter, the team assisted with the negotiation of a software license and support agreement and a business associate agreement with software company Epic Systems, for the license, implementation and training of an electronic health records system for use in hospitals and physician practices. For OG+E, Lyles led negotiations for a long-term master services agreement allowing for software company Tech Mahindra to take over the client’s application development, maintenance and support services as part of the client’s IT transformation project.

In June 2015, McDermott Will & Emery LLP welcomed several lawyers from K&L Gates; Jason Krieser, Shawn Helms and David Guedry. Krieser and Helms co-head the new practice, and are described as ‘consummate professionals, who zealously represent clients and take a personal interest in understanding the business and what is looking to be achieved from a transaction’. New clients for the team include Mitsubishi Heavy Industries, Finnair, Sabre, and The Timken Company. It recently acted for Stearns Lending in the outsourcing of its mortgage application administrative work to Tata Consultancy Services, an Indian IT service and business solutions company headquartered in Mumbai. The team is also the principal outside counsel to Xerox, and managed the multiple services relationships arising from the sale of Xerox Business Services’ IT services business to Atos SE.

Sidley Austin LLP’s team, which is led by the well-regarded Mark Kaufmann in Chicago, receives praise for ‘its close attention to detail, being timely, clear, responsive, and for having a true sense of proportion and business judgment’. Palo Alto-based Glenn Nash ‘is uniquely skilled’ and Jeffrey Rothstein in Chicago ‘is very good at tailoring services to meet clients’ needs’. Recent works includes advising General Electric on its strategic investment in data analytics provider Meridium, and assisting OneAmerica with an onshore/offshore arrangement involving the outsourcing of its entire IT infrastructure to a third-party provider, including end-user computing, servers and storage, security services, network, database, and data centers. It also assisted a global professional services group in connection with the licensing of several third-party tools and pieces of software for the development of solutions to be sold to the client’s financial services customers.

Venable LLP’s ‘thoroughness and depth of knowledge is a huge asset’, according to a source. The firm continues to represent longstanding client Wyndham Hotels with restructuring its entire contract structure with Oracle, and, for an American clothing company, it advised on drafting and negotiating a master subscription and services agreement with a software company for the implementation of a cloud-based e-commerce platform to host and manage the client’s e-commerce websites worldwide. Nora Garrote, James Nelson, A J Zottola and William Russell co-head the team, which recently welcomed of counsel Gregory Perleberg into the Los Angeles office; Brett Garner left the same office for an in-house position at YogaGlo.

Bracewell LLP has been acting for longstanding client Southwest Airlines in structuring and negotiating a master agreement for consulting and IT outsourcing services with a multinational management consulting, technology services and outsourcing company. Jeffrey Andrews of the Houston office led this $30m deal, which closed in April 2015, and, for the same client, Andrews assisted with the outsourcing of a data center and IT security and infrastructure services worth $260m, which closed in October 2015. Other work highlights included acting for the Arizona-based portable storage company Mobile Mini in structuring and negotiating numerous contracts with a multinational technology services and outsourcing company for software installation, integration and implementation, and support and security services for the installed software. Edward Cavazos departed for a position at Pillsbury Winthrop Shaw Pittman LLP. Fossil Group, Noble Energy, and American Water Enterprises are also clients.

Covington & Burling LLP’s practice ‘has highly developed outsourcing expertise in the airline, tourism, and hospitality industries’, according to a source. Nigel Howard, who leads the team, and is well liked by clients, has longstanding expertise in the airline industry, in particular with complex passenger service systems. A core strength of the practice is advising healthcare industry clients, including pharmaceutical companies, with data analytics agreements involving patient outcome data, and using its knowledge of information and communications technology to improve medical devices and treatments. Drafting and negotiating RFPs and post-transaction implementation work are other strengths. Howard recently led a mandate for Copa Airlines in a technology services agreement with Sabre for its SabreSonic customer sales and service reservations system, and, for Caribbean Airlines, the team advised on a technology services agreement with Amadeus for its Altéa passenger services system.

The Dentons team is spread across Chicago, New York, Kansas and Washington DC, and is led by the well-regarded Ross Docksey, who has recently been representing a company developing a smart water metering system with all of its outsourcing agreements. Its client base spans multiple industries, including insurance, banking, energy, pharmaceuticals, retail, manufacturing, and healthcare. The team has expertise in single and multi function sourcing transactions, IT infrastructure outsourcing transactions, and applications development and maintenance. Rosemary Gullikson Bittorf handled outsourcing solutions for the Tribune Company, which owns daily newspapers in ten cities nationwide, and, for the same client, Bittorf handled the outsourcing of its circulation call centers to APAC Customer Services.

Hogan Lovells US LLP’s outsourcing team is spread across Northern Virginia, Washington DC and New York. Zenas Choi acts for IT and communications clients in technology transactions and complex outsourcing arrangements, including systems integrations, strategic alliances and joint ventures, technology developments, and collaborations. In the Northern Virginia office, Michael Larner assists clients with technology licensing and development agreements, cloud computing transactions, collaborations and strategic alliances, and consulting services agreements. David London is also highly experienced in outsourcing agreements and acts for technology companies, software developers and vendors, internet service providers, and computer chip and medical device manufacturers. Audrey Reed is another key partner. The group’s client roster is made up of governmental, financial and communications organizations.

K&L Gates’ outsourcing team saw a number of departures in 2015, but it continues to practice in this area under the supervision of Susan Altman in Pittsburgh, who has longstanding outsourcing experience, particularly in the healthcare sector. Altman recently assisted New York Proton Management with negotiating an outsourcing agreement for the operation and maintenance of a proton beam treatment system by Varian Medical Systems. John Howell represented GBT in the negotiation of a multifaceted agreement with American Express and Delta Airlines that provides for American Express and Delta to extend their co-branded credit card arrangement and Delta to outsource to GBT various travel management functions. Christopher Tillson in Miami and Nigel Stark in Dallas were promoted to the partnership. Jason Krieser, Shawn Helms and David Guedry were the departing lawyers, and went to McDermott Will & Emery LLP.

Kilpatrick Townsend & Stockton’s practice is led by James Steinberg, and recent mandates for the team include advising a global hospitality company on the negotiation of an agreement with a Louisiana-headquartered IT company for the provision of public and private cloud, co-location, hosting and managed services, worth approximately $25m. Atlanta-based Steinberg recently completed the negotiation of an agreement on behalf of a health insurance provider for the development, implementation and hosting of a front-end to the client’s underwriting operations management platform. Also in the healthcare space, Steinberg assisted on negotiations for the transformation, software license, development, hosting, and BPO services agreement for a health insurance provider worth over $600m.

Chicago-based Steve Gold leads the practice at McGuireWoods LLP, and focuses on ITOs and BPOs, IT procurement transactions, e-commerce and data matters, and software license and open source software counseling. Gold is considered a ‘go-to person due to his wide breadth of experience in these areas, his technical background and his legal management skills’. Recent mandates include acting for a global beer distribution company in a technology outsourcing transaction with a subsidiary of a UK-based telecoms company in which the client renegotiated and expanded its network integration and management agreement. Derek Roach is another key partner in Chicago, and recently assisted a publishing company renegotiate its existing application support and development outsourcing, which was being restructured from a managed services model to a staff augmentation model.

Proskauer Rose LLP represented Healthways and Hawaii Medical Service Association in a cost-reducing and operation-streamlining transaction which altered an existing ten-year relationship between the two. The NHL is a longstanding client, for which the team acted in negotiating a multi-year partnership with SAP, a multinational software corporation that makes enterprise software to manage business operations and customer relations. Daryn Grossman and Jeffrey Neuburger co-lead the team; Neuburger focuses on technology acquisitions, cloud computing initiatives and related outsourcing services agreements, and Grossman has strengths in strategic alliances, licensing, technology development and outsourcing transactions. The Depository Trust & Clearing Corporation, The Eclipse Foundation, Juilliard School, and Time Warner Cable are clients.

The Skadden, Arps, Slate, Meagher & Flom LLP team is highly experienced in preparing RFP drafts, enterprise-wide BPOs and facilitating vendor selection, and handles outsourcing arrangements across areas such as IT, call centers, human resources, and procurement. Recent mandates include assisting a UK-based bank in connection with the outsourcing of various clearing service functions and with the outsourcing of trading-platform technology and services. Stuart Levi and Marc Packer are key partners, and are based in New York.

Dubbed ‘a gem of a firm’, Sutherland Asbill & Brennan LLPexceeds expectations even for hard-to-please clients’. The practice is led by Atlanta-based Peter Quittmeyer, ‘who is an incredible resource with great experience, he is practical and able to get large deals done quickly on great terms’. Clients recommend the team’s strengths for insourcing procurement work, and for being ‘easy to work with, with a great depth of knowledge’. Bank of America Merchant Services, Cambia Health, CareFirst BlueCross BlueShield, Cox Enterprises, First Data, Georgia Technology Authority, and GuardianLife are representative clients.

Weil, Gotshal & Manges LLPprovides excellent legal knowledge and practical advice and is solution-oriented’, according to a client. ‘The professional and reliable’ John Brockland ‘communicates well with clients and with the other party to the transaction’. The team recently advised Panasonic Avionics, a supplier of in-flight entertainment and communications products for aircrafts, on the IP and technology-related agreements and negotiations regarding its acquisition of ITC Global, a provider of satellite communications networks to the mining and oil and gas industries. Michael Epstein leads the global technology and IP transactions practice, which is highly experienced in providing advice on the structuring, drafting and negotiation of BPO and ITO agreements, from targeted deals to large cross-border transactions. eBay, Lenovo, Facebook and Intel are among its clients.

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