Outsourcing in United States
The team at Arnold & Porter advises both suppliers and purchasers on a range of outsourcing services. Clients include corporations in the information technology, infrastructure, software development, and banking sectors. Los Angeles-based senior counsel Matthew Maccoby and counsel Ira Moskatel jointly head the practice, which has considerable experience on IT procurement and software license agreements. San Francisco-based technology and IP specialist Thomas Magnani, a co-chair of the group, is another name to note.
Matthew Maccoby; Ira Moskatel
Other key lawyers:
Baker McKenzie LLP's team specializes in advising international and domestic clients on both IT and business process outsourcing transactions, including systems and hardware. Its work encompasses software procurement; agreements dealing with data processing; internet connectivity and IT joint ventures and IT aspects of mergers and acquisitions. Its client base spans the healthcare, automotive, and social media sectors. Michael Mensik retired from the partnership to become senior counsel with a focus on select key client management issues. His Chicago office replacement, Peter George, a 'pragmatic' lawyer, advises clients on complex business process transactions and licensing involving human resources, finance and accounting. Chicago-based technology and intellectual property expert Adam Aft has been promoted to partner, and is noted there alongside Samuel Kramer. Another key contact is Sonia Baldia in Washington DC who advises clients across various industries on cloud migrations, analytics, and e-commerce.
‘The firm has strong global coverage, insights into broad markets for outsourcing and technology services, and a strong privacy and cybersecurity practice in U.S.’
‘Peter George is pragmatic and has deep knowledge of industry.‘
- Assisting a leading developer of data mapping and analytics on the development of new data analytics software for a third party, which included advising on international legal aspects on such technology.
- Advising a client involved in money transfer and communication services on a Software as a Service Agreement to cover services for digital processing of money transfers to use in an initial and subsequent transactions.
Ballard Spahr LLP specializes in assisting financial institutions, prepaid card issuers, merchants, and payment service providers on outsourcing agreements. Key members of the team are of counsel David Medlar, a payment systems expert, Philadelphia-based Peter Michaud who is chair of the business and transactions department, and Alan Kaplinsky (also based in Philadelphia) who heads the consumer financial services practice group. Christopher Ford left the firm in 2020.
Focusing on the vendor side, Bracewell LLP’s practice has a track record in structuring and negotiating strategic IT outsourcing agreements. It advises clients in an array of industries, namely aviation, energy, financial services, and consumer products. The firm’s go-to practitioner is Houston-based Jeffrey Andrews, who advises clients on all major business functions and operations. Associate Lucy Tyson in Houston is also noted.
Other key lawyers:
Oncor Electric Delivery Company LLC
American Water Enterprises, Inc.
Southwest Airlines Co.
- Structuring and negotiating with two providers a significant outsourcing agreement for one of the world’s largest food processing and commodities trading companies for the entirety of its global information technology needs.
- Structuring and negotiating a major Software as a Service (SaaS) agreement with Salesforce.com for Salesforce.com to host out client’s e-commerce and marketing platform.
- Assisting a client with negotiating supply and development agreements with five major suppliers for smart water meters.
- Structured and negotiated a major Software as a Service (SaaS) agreement with Oracle, allowing the client to migrate its Oracle licenses to the cloud.
- Structuring and negotiating strategic IT agreements and telecommunications agreements for a major US airline, notably premise software license agreements, cloud services agreements for Software as a Service (SaaS) and professional services agreements.
Dividing his time between Los Angeles and Chicago, Vincent Sanchez heads the practice at DLA Piper LLP (US), which has considerable experience assisting clients on technology-based outsourcing deals in the healthcare, financial services, software, energy, and retail sectors. 'Great at engaging with business and negotiating deals', it assists clients with first generation sourcing, remediation, termination or transition support and workouts and dispute resolution. It also has a track record of providing assistance in the public sphere, acting for governmental bodies domestically and internationally. San Diego-based AI expert Gregory Manter is a key practitioner in this space, as is of counsel Anne Friedman, who practices from the Los Angeles office. Senior attorney Brian Joe in Dallas is another name to note.
‘The team has a depth of outsourcing knowledge around the globe, and attorneys that are great at engaging with business and negotiating deals. They are able to advise on trends and discreet topics around data privacy and employment law.’
Catalina Marketing Corporation
- Represented the national police force of a Middle Eastern Country through a multi-phase rollout in its sourcing of vital emergency services and networks.
The team at Eversheds Sutherland has an enviable track record of handling outsourcing matters in a range of sectors, with particular expertise representing governmental institutions, financial services providers, healthcare companies and chemical manufacturers. Peter Quittmeyer, an Atlanta-based IP expert and Washington DC-based Michael Steinig, whose main focus is data management and data security, jointly head the practice. Atlanta-based Robert Pile specializes in payments industry outsourcing projects and technology-related acquisitions, joint ventures and other complex commercial transactions.
Peter Quittmeyer; Michael Steinig
Other key lawyers:
Georgia Technology Authority
First Data Corporation
- Advising Georgia Technology Authority on a range of outsourcing agreements, including legal support for the selection and negotiation of more than $100m contracts for the implementation of a new state-wide voting system.
- Advising Medlytix, LLC on the PaySys international licensing model, as well as supporting the client in formulating and executing a compliance audit programme involving particularly complex contracts across the globe.
Foley & Lardner LLP
The team at Foley & Lardner LLP assists its clients on the procurement, development, and implementation stages of outsourcing agreements together with the IP aspects of deals. James Kalyvas, based in Los Angeles, heads the practice, and is experienced in advising IT companies on the negotiation of outsourcing contracts. Other key contacts include Los Angeles-based Michael Overly and Chicago-based Aaron Tantleff, who has experience advising media and telecoms companies.
Gibson, Dunn & Crutcher LLP
Distinguished in the outsourcing space for its work in the financial services and healthcare sectors, Gibson, Dunn & Crutcher LLP excels in structuring and negotiating domestic and international information technology and business process sourcing arrangements. Offshoring, shared services, outsourcing renegotiations and restructurings, and outsourcing-based joint ventures are key strengths of the firm. The practice in California is led by industry veteran William Peters, while the New York practice is co-chaired by Stephen Nordahl. The firm is advising Marriott on several matters, including a large IT and outsourcing project, a new human resources technology project, a reservation system project, and a procurement deal with Pepsi for various products. New York-based Daniel Angel, Palo Alto-based attorneys David Kennedy and Carrie LeRoy, are other names to note. Daniel Mummery has retired.
Stephen Nordahl; William Peters
Johnson & Johnson
Mauser Packaging Solutions
- Advising Johnson & Johnson as it divests, globally, approximately 60% of its medical device manufacturing processes, including certain related manufacturing facilities for medical devices, to Jabil.
- Advised Bridgewater Associates, an American investment management firm, on the outsourcing of its non-investment fund services to Genpact.
- Representing Ricoh Americas with the negotiation of a finance and accounting outsourcing agreement with a leading provider – and an application development and maintenance agreement with another provider.
- Advising Cardinal Health, a global medical device manufacturer, on the negotiations of multiple IT outsourcing agreements, of an F&A outsourcing agreement, and of a tax outsourcing agreement.
- Advised Tenet Healthcare Corp. on its renegotiation of a 20 year-old IT outsourcing agreement with NTT Data.
At Hogan Lovells US LLP, east and west coast teams assist both vendors and customers on outsourcing negotiations and transactions, with particular experience on complex technology and intellectual property transactions. Northern Virginia-based Zenas Choi and Audrey Reed, who divides her time between Washington and New York, head the practice, which regularly assists clients in the automotive, telecoms, hospitality, and banking sectors. Key contacts including San Francisco-based technology specialist John Brockland, and Denver-based intellectual property expert David London.
Zenas Choi; Audrey Reed
Ford Motor Company
Regal Entertainment Group
- Advising Ford Motor Company on its global strategic alliance with Volkswagen AG to jointly develop next generation vehicles, including commercial vans and medium-sized pickups.
- Represented GE Digital (GE) on its sale of ServiceMax, a leading provider of field service management software, to Silver Lake, a leading private equity firm focused on technology investments.
- Represent 21st Century Fox in its conglomerate-wide technology procurement, including one transaction which was structured to allow all 21st Century Fox companies worldwide to participate under a master agreement with a particular vendor.
- Advised Regal Entertainment Group (Regal and United Artist Movie Theaters) on the rollout of its new movie subscription pass program, Regal Unlimited™.
The practice at Hunton Andrews Kurth LLP handles a mix of IT and business process outsourcing agreements, representing clients in the retail, energy, financial services and telecoms sectors. Procurements, SaaS, and cloud are some of its key areas of expertise. Randall Parks heads the practice from the Richmond office, which also includes Jeffrey Harvey, who specializes in complex technology outsourcing transactions, and the 'fantastic' Andrew Geyer, known for his strength in the energy, retail and consumer products industries. The Washington DC office is home to the highly regarded Cecilia Oh, as well as associate Jessica Yeshman. The firm’s hiring of Eric Link – a former procurement official with the Virginia state government has strengthened the firm’s presence in the public sector outsourcing space.
‘A very strong practice with valuable insight, templates, and experience.’
‘Andrew Geyer is a fantastic partner and I would welcome the chance to work with him again.’
Altria Group, Inc.
Eddie Bauer LLC
H.I.G. Capital, LLC
TRU Kids Parent, LLC
Delaware North Companies, Inc.
Zimmer Biomet Holdings, Inc.
Ace Hardware Corporation
Baylor Scott & White Health
Owens & Minor, Inc.
The Hershey Company
- Assisting CoBank with the negotiation and documentation of the bank’s entire online banking platform, including multiple, large-scale individual implementations and integration with the bank’s primary core system partner. The transaction involved multiple Master Services Agreements, cloud platform agreements and SaaS agreements.
- Provides Eddie Bauer LLC with advice on outsourcing and technology matters, including the negotiation and preparation of its full outsourcing of IT services such as the preparation and review of the RFP, master services agreements, SOWs and other documentation.
- Provides regular outsourcing and technology advice to Delhaize America, Inc., including on outsourcing agreements related to data center, end-user computing, network hosting and deskside support.
- Represented ScanSource, Inc. on the review and negotiation of a Master Software License and Subscription Agreement with a technology vendor.
The team at Jones Day is active on a range of outsourcing matters, representing companies in the cyber security, digital marketing, artificial intelligence, manufacturing, aviation and retail sectors. New York-based Mauricio Paez heads the practice. Atlanta-based Todd McClelland joined McDermott Will & Emery LLP in April 2020.
Jointly led by Pittsburgh-based Susan Altman and veteran John Howell in Houston, the team at K&L Gates handles a variety of technology, IT, software and human resources outsourcing transactions. Key clients span the healthcare, transportation, consumer goods and financial services sectors; one client reported that the firm makes 'you seem like their only customer'. Altman is highlighted as 'extremely knowledgeable in commercial law for tech companies' and the Dallas duo of Howell and Nigel Stark, are noted for their expertise in technology-related transactions, including licensing, SaaS, cloud computing, and Internet of Things.
Susan Altman; John Howell
Other key lawyers:
‘In-depth experience in the outsourcing area, particularly in the TMT sector. John Howell helped invent the practice area several decades ago and his protege, Nigel Stark, has continued in his footsteps.’
‘John Howell has unparalled experience, while Nigel Stark is extremely pragmatic and commercial.’
‘They make you seem like their only customer and respond rapidly, even the partners and senior partners.’
‘Susan Altman is extremely knowledgeable in commercial law for tech companies like ours, and has helped us avoid numerous missteps. She’s a very effective negotiator that I would not want to face from the other side of the table.’
‘KL Gates does a phenomenal job covering a breadth of legal issues for our firm. Their firm has both breadth and depth of experience and expertise.’
‘Donald Kiel has been an outstanding partner on our project for many years. His knowledge, candor, and commitment have been world class.’
Cash Processing Solutions
Ferring International Center S.A., d/b/a Ferring Pharmaceuticals
GBT III B.V., d/b/a American Express Global Business Travel
New York Proton Management
Practically Impossible Labs
- Represents New York Proton Management on the outsourcing of the operation and maintenance of an innovative proton beam treatment system that is one of the world’s largest medical devices.
- Represented Travelport on the outsourcing of contact centres and related help desk functions in several locations around the world.
- Represents Cash Processing Solutions in a multi-faceted transaction whereby the U.S. Federal Reserve System is outsourcing the development, deployment, and maintenance of new “next generation” cash processing equipment.
- Represented American Express Global Business Travel on a substantial renegotiation of a major outsourcing agreement NTT Data Services.
- Represents Practically Impossible Labs (PI Labs) in transactions whereby customers outsource to PI Labs the creation of proprietary bottles and PI Labs outsources to manufacturers the use of PI Labs’s proprietary technology and services to produce the bottles.
Kelley Drye & Warren LLP
The 'highly practical and solution-oriented' practice at Kelley Drye & Warren LLP handles a range of outsourcing and IT matters. This includes advising on SaaS platforms, cloud technologies, licensing and joint ventures. The practice is jointly headed by New York-based Deepak Nambiar and Michael Ryan in Chicago who has a 'pragmatic sense of a deal' and 'long experience in both negotiating and defending in dispute resolution'. Chicago-based corporate attorney Andrew Pillsbury and associate Stephanie Estey in New York are also key practitioners.
Michael Ryan; Deepak Nambiar
‘The team is highly practical and solution-oriented. They work extremely well with both in house counterparts and the business team to structure deals and drive toward client’s desired outcome.’
‘Mike Ryan has a pragmatic sense of a deal. He takes the time to understand the business intent and negotiates the deal with that always front of mind. His long experience in both negotiating and defending in dispute resolution is especially helpful.‘
Experian Information Solutions
West Monroe Partners LLC
Vertical Web Media, LLC
Blaze Portfolio Systems LLC
Heniff Transportation Systems, LLC
- Represented Experian Automotive on multiple joint ventures related to the acquisition, deployment and cross-licensing of vehicle related data.
- Represented Guggenheim Partners and its affiliates in a number of technology and outsourcing agreements, including agreements for the provision of trading information data, trading analytics and software-as-a-service.
- Assisted Vertical Web Media in a variety of technology-related matters, including negotiating key technology agreements for the licensing and use of ecommerce data and the resolution of a number of intellectual property disputes.
- Assisted Blaze in developing its go-to-market documents and regularly negotiate SaaS agreements with financial services companies on behalf of Blaze.
- Represented Invacare, a publicly-held manufacturing of home health devices, in a $240m, multi-year deal in which Birlasoft will provide Invacare complete IT-as-a-Service.
Kilpatrick Townsend & Stockton
Led by Dallas-based James Steinberg, Kilpatrick Townsend & Stockton’s practice has a strong presence in the telecoms sector, with additional experience assisting information management providers, financial institutions and health insurance companies on outsourcing matters. The firm acts for both buyers and providers in outsourcing transactions, assisting on operational and administrative outsourcing solutions. In Atlanta, Joshua Ganz and counsel Lance McCord are highly regarded. Senior associate Megan Demicco, based out of Dallas, is another name to note.
Kirkland & Ellis LLP handles the full range of information technology and business process outsourcing deals, including strategies around digital transformations and transitions to software-as-a-service models. The team has expertise in the negotiation of intellectual property and technology-related outsourcing deals, and frequently represents clients in the fintech, healthcare, and chemicals industries. The department works in tandem with the firm’s other practice areas, including its M&A practice and although the department has no formal practice head, Neil Hirshman and Gregg Kirchhoefer, who are both based in Chicago, lead on most of the key transactions. Also in Chicago, Aaron Lorber and Todd Herst are other key contacts. New York-based Shellie Weisfield Freedman joined from Gibson, Dunn & Crutcher LLP in January 2019.
Other key lawyers:
Avaya Holdings Corp.
Continental Casualty Company (CNA)
Equinox Media LLC
Lovell Minnick Partners
Madison Dearborn Partners
The Boeing Company
Tronox Global Holdings
- Advised Apax Partners, a global private equity firm, on its investment in Fractal Analytics, a global provider of artificial intelligence services to Fortune 500 companies, as well as its investment in Paycor, a provider of HR, payroll, time and recruiting services.
- Advised Avaya Holdings Corp on its strategic partnership with RingCentral, Inc., a leading provider of global enterprise cloud communications, collaboration and contact center solutions.
- Represents Charter Communications in its joint venture with Comcast to focus on the development and design of backend systems that support, on an outsourced basis, both Xfinity Mobile and Spectrum Mobile wireless services.
Latham & Watkins LLP has a strong presence in the fintech, media, telecoms, and manufacturing sectors, where it represents clients on a range of outsourcing arrangements. Its work includes cross-border strategic alliances, and joint ventures; intellectual property and technology agreements; manufacturing, supply and distribution agreements and cloud implementation projects. Silicon Valley-based department head Anthony Klein focuses on strategic counselling and negotiating technology-related transactions worldwide for an array of technology corporations. Other key contacts include San Francisco-based JD Marple and in Washington DC, Jeremiah Wolsk, who practices alongside senior associate Morgan Brubaker.
Sarah Gagan; Gail Crawford; Anthony Klein
Entercom Communications Corp
Wesco Holdings Inc.
- Represented Axoni, a provider of distributed ledger technology for financial firms, on several strategic outsourcing projects.
- Advised Jabil Inc., a global leader of manufacturing services, in a transformational partnership with Johnson and Johnson whereby Jabil will acquire 14 manufacturing sites worldwide and will manufacture endoscopy, surgical, spine, trauma and instrumentation devices for Johnson and Johnson for the next 20 years.
- Represented Entercom Communications Corp in the strategic outsourcing of its back-office finance and accounting functions to a third-party provider including drafting contractual documentation and negotiating the agreement with the vendor.
- Advised Wesco Holdings Inc., a publicly traded aerospace and defence company, on the drafting and negotiation of strategic outsourcing agreements with third-party implementation and services providers for SAP and certain inventory management and data warehousing services.
- Represents OpenX, a programmatic advertising technology company, on its outsourcing collaboration with Google Cloud Platform (GCP), which involved OpenX moving its Exchange Platform entirely onto the GCP.
Led by Kenneth Adler in New York, the team at Loeb & Loeb LLP assist its clients on outsourcing matters in insurance, financial services, consumer products and healthcare. Praised for being 'true experts' on outsourcing deals, the practice is 'capable of taking complex concepts and distilling them down so that they are understandable', the team works closely with the commercial department. Key practitioners include Chicago-based Alison Pollock Schwartz, in Washington DC Neil Lefkowitz, and in New York associate Benjamin Kabak. Also in New York, Akiba Stern has a focus on large outsourcing deals for financial services companies.
‘The practice is unique in that the partners are very hands on and do not off lay the work to associates. They are true experts in the technology, outsourcing and managed services arenas and understand how the industry has changed over the years. They are capable of taking complex concepts and distilling them down so that they are understandable.’
‘Akiba Stern is one of the true masters of technology law. He is easy to work with and his style is pragmatic and sensible. He never gets phased and is collaborative with his clients. Because of his industry knowledge he is capable of debunking misnomers that opposing counsel often proffer. He is calm, cool and collected and does not get caught in the weeds. Akiba is always capable of bringing complex deals to fruition so that both parties feel they have received an equitable deal.’
The TJX Companies
Keurig Dr. Pepper
Toyota Motor Sales
Headed by Chicago-based fintech expert Brad Petersen, the team at Mayer Brown handles transactions in a broad range of sectors, including healthcare, retail, fintech, and chemicals. It advises on multi-sourcing, next generation strategic sourcing, renegotiations, and disputes. Cutting-edge issues surrounding AI, big data, and cloud computing, are among the firm’s key areas of strength. Washington DC-based Daniel Masur regularly represents domestic and international digital-based companies on cloud, big data, internet of things, AI and blockchain matters, while Rebecca Eisner in Chicago has some 20 years of experience in these areas. Another notable practitioner in Washington DC is Linda Rhodes, while other key contacts in Chicago include Joe Pennell and senior counsel Paul Roy.
HSBC Bank USA, N.A.
Wells Fargo & Company
Wolters Kluwer, NV
Meridian Asset Services, Inc
DRW Holdings, Inc.
Automotive Coalition for Traffic Safety, Inc.
- Represented HSBC Bank in negotiating a loan origination services agreement with Avant, LLC, a leading fintech company, including customization and implementation of a white-labeled version of Avant’s lending platform for HSBC.
- Assisted a global chemical manufacturer in connection with the renegotiation and expansion of its outsourcing arrangement with its existing data center provider, and with the negotiation of an outsourcing agreement for finance and accounting outsourcing services, including accounts payable, with a new provider.
- Assisted an American healthcare company on negotiation arrangements with Amazon Web Services, in which its client agreed to modernize its SaaS health-care platform to run on the AWS Cloud.
- Representing Automotive Coalition for Traffic Safety, Inc. in connection with various technology agreements for the research, development and testing of non-invasive, in-vehicle technologies to prevent alcohol-impaired driving.
- Representing Gordon Food Service, a leading food company, on a series of matters including replacement of core systems with SaaS subscription platforms, expanded use of public cloud platforms for critical services, and the development of data analytics capacity.
Supported by its Boston and California offices, the core Dallas-based team at McDermott Will & Emery LLP specializes in assisting international and domestic clients in the information technology and healthcare sectors. Jointly headed by the vastly experienced duo Shawn Helms and Jason Krieser, who are both based in Dallas, the practice balances representing both the suppliers and buyers of outsourcing services. David Guedry is skilled at managing the complexities of both IT and business process outsourcing agreements, with expertise in HR and finance and accounting transactions. Another key contact is Heather Bethancourt, who focuses on human resources matters. Todd McClelland joined the Atlanta office from Jones Day in April 2020.
Shawn Helms; Jason Krieser
United Services Automobile Association
- Advised Texas-based Sabre on a deal with the leading international hotel group, Wyndham, which will see Wyndham migrate its properties to Sabre’s industry-leading “SynXis” platform, an inventory and reservations management solution.
- Advised John Muir Health, a large healthcare provider, on an outsourcing deal with Optum, the health services platform of UnitedHealth Group, which offers information and technology-enabled health services.
- Advised Germany multinational Müller on its outsourcing of a raft of IT functions such as mainframe computing, IT infrastructure and desktop support. Negotiations with interested providers are ongoing.
- Advising Orange on a major telecom network management services agreement with US telecoms giant AT&T, and assisting in connection with a deal in which Orange sealed a commercial outsourcing agreement with a company called Armor that provides high-end hosting services.
Charlotte-based Rakesh Gopalan and Chicago based Derek Roach jointly lead the team at McGuireWoods LLP, which has experience assisting clients on the entire outsourcing life-cycle, from consulting engagements to licenses and remediation. Steve Gold, the former chair of the group, departed the firm to set up his own practice, GoldTechLaw LLC.
Rakesh Gopalan; Derek Roach
Top RX, Inc.
- Represented American Lawyer Media in two separate comprehensive technology outsourcing deals.
- Served as counsel to a global travel company in a technology outsourcing transaction with one of the world’s largest travel agency groups. The agreement covers cooperation from both parties on various distribution initiatives that combine understanding of the corporate travel space with technical assets, which includes an online SaaS-based travel service platform.
- Representation of Generate Capital, an investment and operating platform that builds, owns, operates, acquires and finances innovative resource infrastructure, in a transaction with Hillsborough County Public Schools that involved the outsourcing of electrical and green energy-related services.
- Represented Anixter International Inc. in a comprehensive technology outsourcing deal with IBM.
The team at Morgan, Lewis & Bockius LLP works with clients from the healthcare, consumer products, fintech, professional services and transportation sectors on work ranging from the negotiation of procurement or outsourcing agreements to R&D agreements. It is advising Colgate-Palmolive on various matters, including the negotiation of a master services agreement; the implementation of robotics and automation in its warehouses, and a manufacturing agreement relating to the development of a new product to be manufactured in China. In Philadelphia, Barbara Melby jointly heads the practice with Michael Pillion, who specializes in transformation outsourcing transactions that involve complex re-platforming requirements. Associate Christopher Archer is another name to note, as are New York-based Vito Petretti and Boston-based associate Doneld Shelkey, who provide 'practical business advice in this area in addition to good legal counsel'.
Barbara Melby; Michael Pillion
‘The firm has extensive experience in outsourcing and knows the market and the players very well.’
‘Beyond their legal expertise, Vito Petretti and Don Shelkey have great insight into the market and the providers. They are able to give practical business advice in this area in addition to good legal counsel.‘
Becton, Dickinson and Company
The Clearing House Payments Company
SEI Investments Company
- Represented Colgate-Palmolive on several outsourcing matters, including the negotiation of a master services agreement and related statements of work in connection with the outsourcing of the client’s maintenance, repair and operating (MRO) functions at all of its plants in North America.
- Represented Genpact on the structuring and negotiation of a complex business process outsourcing transaction where over 3,000 employees will transfer employment from the customer to the service provider as it assumes responsibility for the customer’s global shared services operations.
- Represented AmerisourceBergen Corporation in multiple strategic outsourcing transactions.
- Represented Merck KGaA in the renewal of a strategic alliance for clinical research services from one of the world’s largest clinical research organizations.
- Represented a leading global investment bank and financial services holding company on several outsourcing transactions, including the renegotiation of an outsourcing of its US residential mortgage loan subservicing operations.
Morrison & Foerster LLP handles technology outsourcing deals, offering 'insightful and business-minded' advice to clients in the pharmaceutical, healthcare, cyber security and insurance sectors. 'Tough negotiator' Vivian Hanson, the New York practice head who is cited for 'in-depth, well-reasoned and expert advice', leads a team that acts for a mix of international and domestic corporations. The department was boosted by Matthew Karlyn, who joined from Foley & Lardner LLP bringing 20 years of experience representing clients in the life sciences and technology sectors, while Thomas Knox departed to join King & Spalding LLP. San Francisco-based Paul Jahn is another name to note.
‘Vivian Hanson understands the big picture of client’s deal goals with very detail-oriented mindset to manage the day to day negotiation. She is a very tough negotiator for the vendor.’
‘The team possesses experts in their field, thoughtful negotiators on transactions. They provide insightful and business-minded input and guidance.’
‘Vivian Hanson is a fantastic lawyer and counselor. She provides in-depth, well-reasoned and expert advice.’
Washington DC-based Aaron Oser heads the practice at Pillsbury Winthrop Shaw Pittman, LLP, which is 'extremely experienced with consumer finance and is very business friendly'. Frequently instructed by clients in the healthcare, IT infrastructure, financial services and insurance sectors, cloud-based outsourcing deals for IT and financial services companies is a key strength. Oser is advising the Washington Metropolitan Area Transit Authority (WMATA) on a potential outsourcing involving rail and station operations and maintenance for the authority’s new Silver Line. Based in Washington, James Alberg has considerable experience on deals for clients in the financial services space, and recently made up partner Meighan O’Reardon is a tech expert with a strong track record assisting clients on IT infrastructure agreements. Mario Dottori is highly regarded for his cross-sector expertise while New York-based Vipul Nishawala is noted as is John Barton, an experienced outsourcing attorney who divides his team between Austin and Washington.
Aaron Oser; Mario Dottori; Vipul Nishawala
‘Pillsbury has been my go-to firm for complex transactions over 15 years. I’ve worked with a handful of solid transaction attorneys at other firms, but the team at Pillsbury is extremely experienced with consumer finance and is very business friendly.‘
‘John Barton and Jim Alberg are two attorneys that I have worked closely with. Their depth of experience in consumer finance and technology and responsiveness make them stand out.’
State Street Corporation
Blue Shield of California
Joint Legislative Audit and Review Commission; Virginia General Assembly; Commonwealth of Virginia
City of Minneapolis
Conference of State Bank Supervisors
Washington Metropolitan Area Transit Authority
JP Morgan Chase, N.A.
General Electric Company
The Dun & Bradstreet Corporation
- Assisted Xerox on a large BPO outsourcing agreement, involving thousands of employee transfers, local implementing agreements, asset transfers, a right to use regime, and the development a post-Close “playbook” and assistance in post-Close amendment package.
- Advising the Washington Metropolitan Area Transit Authority on multiple, strategic P3 outsourcing transactions.
- Advising The Joint Legislative Audit and Review Commission of the Commonwealth of Virginia in connection with major IT outsourcing agreements.
Jointly led Robert Freeman and Jeffrey Neuburger, the New York team at Proskauer Rose LLP has a track record of representing both purchasers and vendors on a wide range of transactions. It helps at all stages of deals, assisting clients in asset management, healthcare and block chain technology sectors, and has a focus on the media and entertainment spaces. Neuburger has vast experience working on the tech aspects of large infrastructure projects and other key practitioners include life sciences expert Daryn Grossman and senior associate Wai Choy, who has experience leading on outsourcing deals in an array of sectors.
Robert Freeman; Jeffrey Neuburger
Spectrum (formerly known as Time Warner Cable)
The Eclipse Foundation
The Juilliard School
Rockefeller Capital Management
- Serves as outside general counsel to The Eclipse Foundation, a global Open Source Consortium with membership made up of the world’s largest tech companies, handling a wide variety of technology issues as well as corporate governance matters.
- Represented iHeartMedia in a variety of technology and outsourcing matters, including in the negotiation with Apple of a service and technology integration agreement to make live iHeartRadio local stations available for streaming playback on Apple’s voice-enabled devices.
- Represented Discovery in connection with its groundbreaking $2bn strategic alliance with the PGA Tour to develop and launch a new “home of golf” direct-to-consumer programming service “GOLFTV” which launched in January 2019 outside the U.S.
- Represents VerticalScope in a variety of technology-related transactions, including outsourcing, licensing and related intellectual property issues.
- Represented Rockefeller Capital Management on the analysis, drafting and negotiation of more than 15 key agreements with vendors for the procurement of various hosted software, technology implementation and outsourcing services.
Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP advises on IT outsourcing and procurement deals, assisting clients in arrangements relating to call centers, human resources functions, and enterprise-wide business processes. New York-based Stuart Levi heads the practice which also advises on cross-border licensing, block chain and crypto-currency matters.
- Advising Hexaware Technologies Inc., an information technology and business process outsourcing service provider, in its role as a vendor in various outsourcing matters.
- Advising a global health care company in connection with the outsourcing of various business functions.
- Advising a provider of technology and data center services in connection with the outsourcing of its data center operations.
- Advising a global retailer in connection with various strategic license agreements and an alliance to automate its warehouses and supply chain.
- Skadden is advising a messaging entity in connection with the introduction of a blockchain network and related cryptocurrency.
Venable LLP has considerable experience of technology-centric joint venture and strategic alliance transactions. Its client-roster includes the automotive, petrochemical, pharmaceuticals, retail and payment processing sectors, with experience representing clients on both the customer- and vendor-side of outsourcing deals. The inter-departmental team includes practitioners from the firm’s IP and corporate practice areas. Washington DC-based Nora Garrote and William Russell, who divides his time between New York and Washington DC, jointly manage the technology transactions and outsourcing group. Washington DC-based Armand Zottola and San Francisco-based Jim Nelson are other names to note.
Jim Nelson; William Russell; Armand Zottola
Other key lawyers:
Headed by Jost Kotthoff from the Frankfurt office, White & Case LLP is particularly active on cross-border transactions, especially those with an intellectual property, facilities management or information technology bent. Its clients include social media, consumer technology, pharmaceutical, medical device, semiconductor, and financial services companies. Key individuals include Silicon Valley-based Daren Orzechowski, and New York-based Arlene Hahn, and Adam Chernichaw.
- Represented Advanced Bio Development in connection with various licensing and supply and distribution matters, including its relationship with Subway.
- Advising Slack on customer and user agreements and policies as part of a recent major initiative to revise its contracting structures, service agreements, terms of service, and various policies necessary to bring its leading products to market with corporate and business customers as well as individual users.
- Representing Intuit in drafting and negotiating Durable Data Agreements for the exchange of customer financial data between Intuit products and mutual customers’ financial services institutions.
Wiggin and Dana LLP acts for both purchasers and providers of outsourcing services. Headed by New Haven-based Mark Heaphy, the team is praised for its expertise in IT outsourcing which includes the negotiation and documentation of offshore, and on shore transactions. Its client roster spans the healthcare, robotics, retail and financial services sectors. Also recommended in the New Haven office are John Kennedy and Tamia Simonis. A name to note in New York is Sarvesh Mahajan, who assists supplier clients in all stages of IT and business process outsourcing transactions.
‘The team are unique because they focus on business-minded solutions to get deals done. With many firms in this area, it takes several rounds of negotiating and airing age old arguments that the parties have heard many times. With the Wiggin and Dana team, we know that we can dispense with the posturing and work together collaboratively to focus on what our respective clients want — finding mutually agreeable business solutions to open issues.’
‘Significant team with very strong knowledge and experience in outsourcing, especially on the sell side.’
‘We’ve utilized the firm primarily for technology outsourcing transactions. They are experts in the area and available to jump on difficult matters at the last minute.‘
‘Sarvesh Mahajan has been effective in representing us and his response time is amazing.’
WilmerHale’s practice focuses on assisting international technology and financial services corporations with advice on both traditional outsourcing transactions and emerging multi-vendor strategies and cloud sourcing models. Drawing on its international network, the practice often represents clients in complex cross-border transactions. The team, which is led by Robert Finkel from New York, handles intellectual property, employment, tax, governance, dispute resolution, regulatory, privacy and data security work. Another name to note is Michael Bevilacqua, based in the Boston office.
Other key lawyers:
Eldridge Industries, LLC
UBS Business Solutions US LLC
Compulink Management Center, Inc.
CAT NMS LLC
McGraw Hill Education
Royal Bank of Scotland
- Advised a consortium of seven leading financial institutions on its technology services outsourcing transaction with Verafin, intended to develop a novel approach counteract US anti-money laundering efforts.
- Represented Eldridge Industries in a software-as-a-service technology outsourcing and service agreement.
- Represented UBS in connection with an outsourcing and related transaction with Broadridge.
- Advised Compulink Management on the creation of its agreement to provide cloud-based hosting and document storage services to broker dealer and wealth management clients.
- Representing CAT NMS, an SEC-mandated consortium of self-regulatory organizations, in the negotiation of a new Plan Processor Agreement with FINRA CAT, LLC to replace the Plan Processor Agreement previously negotiated with Thesys Technologies.