Outsourcing in United States
DLA Piper LLP (US) handles outsourcing arrangements in the software, insurance and media sectors and also assists governmental and public institutions with optimizing administrative operations. San Diego-based Gregory A. Manter advised Catalina Marketing Corporation on the outsourcing of its application development and maintenance services to Mindtree over a term of five years. The firm also advises the national police force of a Middle Eastern country in technological outsourcing negotiations. Other key individuals include Los Angeles-based practice head Vincent Sanchez, New Jersey-based associate Joanna Sykes-Saavedra and of counsel Anne Friedman, who also practices from the Los Angeles office. New York-based Praseeda Singh Nambiar joined as counsel in August 2018 from a consulting company.
Gibson, Dunn & Crutcher LLP
Gibson, Dunn & Crutcher LLP has a particular emphasis on information technology and business process outsourcing, which often involve structuring complex supply chain arrangements. Daniel R. Mummery in Palo Alto, New York-based Stephen D. Nordahl and Los Angeles-based William J. Peters jointly head the Strategic Sourcing and Commercial Transactions practice. The practice group advised electricity supply company Southern California Edison Company on the negotiation of an agreement to outsource the development and maintenance of the client’s website, and also assisted Avon Products with the outsourcing of its global finance and accounting functions to the professional services company Genpact. In addition, the team advised Prudential Insurance Company of America on the outsourcing of administrative services for its defined benefits book of business to the technology and human resources services company Morneau Shepell Limited. New York-based Daniel Angel is also recommended.
Mayer Brown ‘provides the perspective and mentoring needed to be a successful and thriving business’. Indeed, headed by Chicago-based Brad L. Petersen, the team ‘proactively guides its clients through the present issues, while still making sure that the long-run is secure’. The ‘very hard working’ Washington DC-based David L. Beam and Chicago-based Elizabeth A. Raymond advise American Express on the outsourcing of its various assets of its alternative payments and prepaid business. Other key figures in Washington DC include Daniel A. Masur and Linda L. Rhodes (who is ‘always responsive’), while Chicago-based contacts include Joe Pennell, Rebecca S. Eisner and senior counsel Paul J. N. Roy. Chicago-based Lei Shen was promoted to partner in January 2018, and Michelle Ontiveros Gross, who is based in Palo Alto, joined from Davis Polk & Wardwell LLP in September 2018.
The ‘very professional and pragmatic’ team at McDermott Will & Emery LLP ‘swiftly and professionally’ handles outsourcing matters in the telecoms, healthcare and information technology industries. David Guedry, who divides his time between Dallas and Houston, advised the information technology services provider Unisys on a desktop service arrangement with what is now DXC Technologies. Dallas-based Heather S. Bethancourt advised Baptist Health of South Florida on the outsourcing of its revenue cycle management operations to Health Systems Solutions, a joint venture between the client and the management consultancy Navigant. The department is jointly headed by Shawn C. Helms and Jason D. Krieser, who are both based in Dallas.
‘A flexible team with great industry knowledge and a very commercial approach’, Pillsbury Winthrop Shaw Pittman LLP has particular expertise in the healthcare, software, financial services and insurance sectors. Washington DC-based practice head Aaron M. Oser is advising the Washington Metropolitan Area Transit Authority on the outsourcing to Transdev of its operations at the Cinder Bed Road bus maintenance facility. Washington DC-based Mario F. Dottori and Vipul N. Nishawala, who is based in New York, advised NTT DATA on the sourcing aspects of the $3bn acquisition of Dell’s IT outsourcing business. Other names to note include San Francisco-based Patrick J. Devine, and Washington DC-based James L. Alberg, ‘knowledgeable’ counsel James W. McPhillips and counsel Meighan E. O’Reardon. New York-based William Bandon left the practice in January 2019 to join a management consulting company.
Baker McKenzie LLP regularly advises clients on IT and business process outsourcing, systems, software and hardware procurement, and integration and maintenance agreements; it also has complementary expertise in the IP aspects of outsourcing transactions. Recent clients include Kellogg Company, McDonald’s and the telecoms software company Mavenir. In addition, the team has an enviable corporate client base spanning the healthcare, automotive, social media and hardware industries. The practice is headed in the Chicago office by Michael S. Mensik, and also includes Peter R. George and Samuel G. Kramer. Washington DC-based Sonia Baldia is another name to note.
Hunton Andrews Kurth LLP has experience in the negotiation and implementation of outsourcing agreements in the healthcare, telecoms, banking and retail sectors. Washington DC-based Cecilia Y. Oh is advising Baylor Scott & White Health on the outsourcing of its hospitality functions for its hospitals and health care clinics, while Richmond-based Jeffrey L. Harvey provides outsourcing and technology advice to the healthcare services provider Owens & Minor, which recently involved the negotiation of a telecoms support outsourcing services agreement and the management of cloud and on-premise hybrid solutions. Randall S. Parks heads the practice from the Richmond office, which also includes senior associate Sarah S. M. Carpenter.
Kirkland & Ellis LLP has expertise in the negotiation of intellectual property and technology-related outsourcing deals, and is regularly instructed by clients in the healthcare, software, fintech and chemicals sectors. The firm is advising Revlon on its negotiation of IT services, software and support agreements, which includes the negotiation of a cloud services agreement for the transfer of financial information. Other significant clients include the chemical company Tronox, Kellogg and General Growth Properties. Neil S. Hirshman and Gregg Kirchhoefer, who are both based in Chicago, jointly head the practice. Chicago-based Aaron H. Lorber and associate Todd Herst, also in Chicago, are other key contacts. Adam Petravicius joined the Chicago office from Jenner & Block LLP in January 2018, and Kate H. Withers joined in San Francisco from Fenwick & West LLP in September 2018.
Latham & Watkins LLP has been particularly active in the tourism, media, telecoms, banking and healthcare industries, where it is often involved in IT outsourcing arrangements and transactions that involve management and business administration processes. Key contacts in the practice group include Silicon Valley-based department head Anthony R. Klein, San Francisco-based JD Marple and Jeremiah M. Wolsk, who practices in the firm's Washington DC office. Highlights include advising Charles Schwab on agreements with Accenture in relation to BPO outsourcing projects. OpenTable, Clorox Company, PacifiCare Health Systems and Broadcast Music are also among the team's clients.
Loeb & Loeb LLP’s 'smart and accommodating' practice group handles outsourcing matters in various industry sectors, including the healthcare, education, retail and software sectors. New York-based practice head Kenneth A. Adler and Chicago-based Alison Pollock Schwartz advised Northwell Health on the renegotiation and restructuring of legacy IT outsourcing engagements, while New York-based Akiba Stern and Washington DC-based Neil Lefkowitz assisted Claremont Graduate University with an outsourced program management agreement with Noodle Partners, which aims to provide an online degree program in information security. Similarly, the team advised the education services provider Evidence in Motion on an outsourced program management agreement with Baylor University for a physical therapy education program. Also in 2018, the Chicago office welcomed Brian L. Heidelberger, Robert H. Newman and Monique N. Bhargava, all of whom joined from Winston & Strawn LLP. New York-based associate Benjamin B. Kabak is another name to note.
Morgan, Lewis & Bockius LLP has wide-ranging outsourcing expertise, and has been especially active in the healthcare, consumer products, fintech, professional services and transportation industries. ‘Exceptional’ Philadelphia-based attorney Barbara M. Melby has ‘the ability to quickly grasp technical and commercial aspects of the deal and identify legal issues’; she jointly heads the practice with Michael L. Pillion, who is also based in Philadelphia. The team is advising Colgate-Palmolive on the structuring and negotiation of warehouse and logistics management transactions, which included a deal for the outsourcing of distribution operations to Mexico, as well as the outsourcing of the administration and management of the client’s contribution and health benefits plans. In addition, the practice group is representing Haemonetics Corporation in the negotiation of a $40m outsourcing agreement regarding certain IT functions and business processes. Philadelphia-based associate Christopher C. Archer is another name to note. Senior attorney Ada Finkel left the Boston office to join a consultancy as assistant general counsel in January 2019.
WilmerHale provides ‘first-class advice with swift turnarounds' and is also noted for its 'excellent attention to details’. New York-based practice head Robert M. Finkel ‘brings years of relevant transactional experience to bear, and has the ability to quickly propose workable comprises and creative solutions to difficult problems’. Of late, the team advised Barclays on an outsourcing transaction in connection with the establishment of a US credit card processing business. The firm also assisted Cincinnati Bell with the renegotiation of an outsourcing agreement with Accenture regarding the recent acquisition by the client of Hawaiian Telecom. Further, the team represented NatWest Markets in the negotiation and drafting of an outsourcing agreement with Tata Consultancy Services Limited regarding the outsourcing of the client’s core technology platform. Also recommended is Michael J. Bevilacqua, who practices from the Boston office.
Atlanta-based Peter C. Quittmeyer and Washington DC-based Michael Steinig jointly head the department at Eversheds Sutherland, which regularly handles outsourcing matters for clients including governmental institutions, financial services providers, healthcare companies and chemical manufacturers. In the public sector, the team continues to advise the State of Georgia and its technology operations and management agency, Georgia Technology Authority, on the negotiation and structuring of outsourcing initiatives worth $250m, which involve the outsourcing of several data center projects. Atlanta-based Robert J. Pile is acting for PaySys, a subsidiary of the credit card processer First Data Corporation, in the structuring of its licensing model to reflect current industry trends involving enterprise licensees, financial services providers and outsourcing providers. The practice group is also advising healthcare company Medlytix LLP on outsourcing its service and distribution network and its compliance with healthcare privacy regulations.
Foley & Lardner LLP
Foley & Lardner LLP assists clients with the negotiation of outsourcing agreements and also handles the intellectual property aspects of outsourcing activities. Los Angeles-based James R. Kalyvas heads the practice and is experienced in advising IT companies on the drafting and negotiation of outsourcing contracts. Los Angeles-based Michael R. Overly is another key contact, as is Chicago-based Aaron K. Tantleff, who regularly advises media and telecoms companies on outsourcing matters. Chanley T. Howell is a key figure in the Jacksonville office, who acts for corporates in the internet, software and cybersecurity industries.
Hogan Lovells US LLP represents vendors and customers in outsourcing negotiations and also handles intellectual property matters associated with outsourcing activities. The team has offices from coast-to-coast, with key contacts including San Francisco-based John Brockland, Denver-based David L. London and Audrey Haroz Reed, who divides her time between Washington DC and New York. Zenas J. Choi and Michael E. Larner practice from the Northern Virginia office and are regularly instructed by clients in the automotive, telecoms, hospitality and banking sectors. Also of note, the firm recently advised a major movie theater chain on its outsourcing of administrative processes.
Kilpatrick Townsend & Stockton
Kilpatrick Townsend & Stockton acts for both customers and providers in outsourcing transactions and has recently been particularly active in supporting telecoms companies, information management providers, financial institutions and health insurance companies with their operational and administrative outsourcing measures. Headed by Dallas-based James D. Steinberg, the practice group also advises consumer retail and food companies as well as clients from the hospitality sector. In Atlanta, names to note include Joshua S. Ganz and counsel Farah F. Cook, the latter of whom joined the practice from Patrick Law Group. Jim Paine left for Holland & Knight LLP in March 2018.
Morrison & Foerster LLP is involved in the outsourcing of technology-based business operations for clients in the pharmaceuticals, healthcare, cybersecurity and insurance technology sectors. Vivian L. Hanson, who is based in New York, heads the practice and San Francisco-based Paul E. Jahn is also recommended. The firm saw a number of departures in 2018-2019: Christopher D. Ford left the Washington DC office for Ballard Spahr LLP in August 2018, New York-based John F. Delaney joined Perkins Coie LLP in January 2019, and Scott W. Stevenson, also in Washington DC, left for Culhane Meadows Haughian & Walsh PLLC.
The ‘very educated and cordial’ team at Proskauer Rose LLP has experience advising customers and vendors on evaluating, structuring, negotiating and managing outsourcing projects in sectors that include blockchain technology, healthcare, and media and entertainment. Recently, the practice group advised construction contractor Component Assembly Systems and C/F Data on various technology implementation, licensing and outsourcing agreements, and also handled technology-related outsourcing transactions for internet media company VerticalScope. The New York-based department is led by Jeffrey D. Neuburger (‘an extremely knowledgeable authority in the area of technology and media’), and also includes Robert E. Freeman and Daryn A. Grossman. Senior counsel Paresh Triverdi left the practice in July 2018 for an in-house position.
Leveraging ‘great client management’ and 'excellent analytical and communication skills', Venable LLP‘s ‘dedicated team offers pragmatic and real life solutions to complex legal matters’. In particular, the practice group has considerable experience in the automotive, petrochemical, pharmaceuticals, retail and payment processing sectors. Washington DC-based Nora E. Garrote and William T. Russell, who divides his time between New York and Washington DC, jointly manage the interdisciplinary technology transactions and outsourcing group. The firm recently advised a car manufacturer on a variety of technological, operational and administrative outsourcing matters. Other names to note include Washington DC-based Armand J. Zottola and New York-based Eric A. Prager, who joined from K&L Gates in June 2018.
White & Case LLP ‘quickly comes to terms with its clients' business-specific risks and concerns’ stands out for its complementary skill sets in areas such as intellectual property, facility management and information technology outsourcing. The firm is especially active in the media, consumer technology, financial services and healthcare sectors, and also acts for major food producers such as Nestlé. Working alongside Jost Kotthoff in the firm's Frankfurt office, ‘exceptional’ New York-based attorney Adam Chernichaw is advising a financial services provider in developing and implementing an outsourcing plan. Other key individuals include Silicon Valley-based Daren Orzechowski, New York-based Arlene Hahn and Washington DC-based Kevin Petrasic.
Wiggin and Dana LLP specializes in advising IT suppliers and business process outsourcing providers, which it often assists with the negotiation and documentation of offshore, nearshore and onshore outsourcing transactions. Mark W. Heaphy, who heads the practice from the New Haven office, regularly assists with outsourcing transactions in the healthcare, robotics, retail and financial services sectors. Other key contacts in New Haven include John B. Kennedy and counsel Michael T. Hubbard, while Sarvesh Mahajan and Tamia Simonis practice in New York and Stamford offices, respectively.
Arnold & Porter advises both suppliers and customers of outsourcing services in the information technology, infrastructure, software development and banking sectors. Core areas of expertise include the renegotiation of outsourcing relationships, structuring outsourcing agreements, liaising with offshore outsourcing providers and handling data privacy issues associated with outsourcing measures. Los Angeles-based senior counsel Matthew Maccoby and counsel Ira D. Moskatel jointly head the practice, which also include Jin-Suk Park in Washington DC, Silicon Valley-based Nicholas O’Keefe and Thomas A. Magnani, who practices in the firm's San Francisco office.
Ballard Spahr LLP has particular expertise in advising distressed corporates on strategic outsourcing matters in the context of corporate restructuring; it also has noted expertise in the renegotiation of outsourcing agreements. Key figures in the team include Washington DC-based Christopher D. Ford, who joined from Morrison & Foerster LLP, and counsel David H. Medlar, who joined the New York office from Morrison & Foerster LLP. The practice group is especially active in the logistics, payment processing and financial services industries. Recent highlights included the team representing an aviation company in negotiations regarding the outsourcing and standardization of its payment stream, and assisting a healthcare and pharmaceutical company with the restructuring of its global accounting outsourcing relationship.
Bracewell LLP has considerable experience of the drafting and negotiation of outsourcing agreements, and is most often instructed by clients in the energy, financial services, consumer products and retail sectors. A key figure in the team is Houston-based Jeffrey B. Andrews, who is assisting a food processing and commodities trading company with the structuring and negotiating an outsourcing agreement. Further, the practice group is acting for a fashion designer in the negotiating of an outsourcing agreement, and is also advising Oncor Electric Delivery Company on an agreement for the supply of certain goods and services. Other clients include Southwest Airlines, American Water Enterprises and Noble Energy.
Dentons advises customers and outsourcing service providers on management and human resources outsourcing, manufacturing outsourcing and IT outsourcing. The team has advised customers such as IBM, Hewlett-Packard, Oracle and SAP on the negotiation of outsourcing projects, and has also assisted BP Amoco with the outsourcing of its upstream oil and gas finance and accounting operations to PwC. Key contacts in the Chicago-based team include practice head Ross Docksey and Carol Anne Been. The firm also has experience of outsourcing disputes in connection with failed outsourcing contracts.
Jones Day has considerable experience of outsourcing matters for companies in the cybersecurity, digital marketing, artificial intelligence and automotive manufacturing sectors; the team also has significant clients in the aviation and retail industries. Highlights have included New York-based practice head Mauricio F. Paez has renegotiated a $450m IT outsourcing agreement on behalf of an energy company. Another key contact is Atlanta-based Todd S. McClelland, who is especially experienced in advising on outsourcing transactions in the infrastructure management, power distribution and transportation sectors.
K&L Gates has experience of technology, IT, software and human resources outsourcing transactions in several sectors including healthcare, transportation, consumer goods and financial services. In the Dallas office, John E. Howell heads the practice and Nigel R. Stark is also recommended. Past highlights have included advising a technology business and consulting company on the drafting and structuring of an outsourcing agreement regarding the administration of the employee benefits administration, and assisting a technology services provider with the outsourcing of its application development operations. Eric A. Prager, who is based in New York, left the practice in June 2018 to join Venable LLP.
Kelley Drye & Warren LLP
Considered by clients as ‘a trusted partner that understands the client’s needs’, Kelley Drye & Warren LLP handles a wide range of software, intellectual property, management and technology outsourcing for clients including online retailers, artificial intelligence companies and healthcare groups. Of late, the outsourcing team advised Vertical Web Media, a provider of e-commerce intelligence, on the negotiation of technology licensing agreements. Other clients include the information services company Experian Information Solutions and the business consulting firms West Monroe Partners and Stout Risius Ross. Chicago-based W. Michael Ryan (‘very knowledgeable in contractual matters’) and New York-based Deepak Nambiar jointly head the practice group. Chicago-based senior associate Marcella Hein left for an in-house role at an automotive company in March 2018.
McGuireWoods LLP handles the negotiation of outsourcing agreements, assists with data privacy aspects of outsourcing transactions and advises on information technology and business process outsourcing. Charlotte-based Rakesh Gopalan advised Top RX, a distributor of generic pharmaceuticals, on its engagements with cloud platform Evolve IP, which aims to revamp and outsource elements of the client’s technology assets to external data centers and eliminate technological redundancies. Contacts in the Chicago office include Derek A. Roach and Steve Gold, who acts as chair of the technology and outsourcing practice group.
Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP is instructed by customers and outsourcing services providers, which it advises on IT and administrative processes outsourcing. New York-based Stuart D. Levi heads the practice, which has advised S&P on the outsourcing of its IT, accounting and human resources operations. In addition, the firm advised American Express on the outsourcing of its printing processes, and also assisted Citigroup with the outsourcing of its application development and information technology operations.