Outsourcing in United States

DLA Piper LLP (US)

DLA Piper LLP (US) stands out for the international nature of its outsourcing practice, advising prominent multinationals on outsourcing transactions covering their global operations as well as acting for providers of these services. The team’s clients come from a range of sectors, including technology, pharmaceuticals, and professional and financial services. In addition to its work for international companies, the practice was recently engaged by a Middle Eastern country to advise on the procurement of an emergency responder network. Practice head Vincent Sanchez is recognized for his skill in handling the outsourcing of core business processes as well as transactions involving technology, such as cloud-based outsourcings and software development agreements. Sanchez works across the firm’s Chicago and Los Angeles offices; Gregory A. Manter in San Diego is known for his work on technology transactions. Joshua Benson in Washington DC is another name to note in the team, with experience advising clients from highly regulated industries on global transactions.

Practice head(s):

Vincent Sanchez

Other key lawyers:

Gregory A. Manter; Joshua Benson

Key clients

Qualcomm Incorporated

Wipro Ltd.

HCL Technologies

CoreLogic

Work highlights

  • Representing a Middle Eastern country in connection with a project to engagea leading provider of emergency responder networks, for a nationwide, multi-phase rollout andimplementation of a new emergency responder network system and post-go-live support for that system.

Gibson, Dunn & Crutcher LLP

Gibson, Dunn & Crutcher LLP handles the full range of outsourcing matters, including the outsourcing of key business process, digital transformations and the negotiation of outsourcing contracts as a part of corporate transactions. The team has recently advised on a number of complex technological outsourcing transactions involving the development of new software platforms and systems, demonstrating its work at the cutting-edge of this sector. The practice is jointly led by Daniel Angel and Stephen Nordahl in New York, William Peters in Los Angeles and Carrie LeRoy in Palo Alto. Nordahl and Peters have broad experience across business process and IT outsourcing, while Angel is recognized for his expertise in technology transactions.

Practice head(s):

Stephen Nordahl; William Peters; Daniel Angel; Carrie LeRoy

Key clients

Johnson & Johnson

Janssen

Marriott International, Inc.

Hewlett Packard Enterprise Company

Oak Hill Advisors

Prudential Financial

Southern California Edison Company

Affirm, Inc.

PepsiCo

Optum360

Work highlights

  • Advising Johnson & Johnson on the divestment of approximately 60% of its medical device manufacturing processes to Jabil, and an associated contract manufacturing outsourcing agreement between the two companies.
  • Advising Janssen, a pharmaceutical affiliate of Johnson & Johnson, on the buildoutof a product platform with IBM to facilitate the optimization of its product usage, including thecombination of patients, health care providers and insurers on a single platform.
  • Advising Marriott, a multinational hospitality company which manages a range of hotels and related facilities, in connection with its digital transformation project to replace and modernize several core technology systems.

Mayer Brown

Mayer Brown acts for companies from sectors including healthcare, financial services and manufacturing in the negotiation of complex outsourcing agreements. The team’s work includes traditional outsourcing deals involving the outsourcing of processes such as call centers, finance and accounting as well as cutting-edge matters such as software-as-a-service deals. The practice’s ability to handle complex transactions is demonstrated by its work for The Dow Chemical Company in negotiating outsourcing agreements following Dow’s carve-out divestiture of several parts of its business. In addition to acting on the customer side of deals, the practice also counts prominent providers of outsourcing services amongst its clients. Brad Peterson leads the Chicago-based team and has a focus on transactions with a strong technological element. Rebecca Eisner is another key figure and has a strong record in the outsourcing space. Marina Aronchik leads the team’s work for the Dow Chemical Company and is noted for her experience acting for chemical companies, while Joe Pennell handles outsourcing transactions for financial services and insurance clients.

Practice head(s):

Brad Peterson

Other key lawyers:

Rebecca Eisner; Marina Aronchik; Joe Pennell; Linda Rhodes

Testimonials

‘Mayer Brown has a very solid foundation of partners that bring a vast understanding of the industry, the M&A landscape, the legal framework, and the trends that will be shaping the industry. They also have connections to experts that can provide advice on specific aspects but all delivered in a seamless manner.’

‘Mayer Brown has some top talents in their field. They bring a wealth of knowledge to the table as well as a structure that allows them to move the projects forward in an efficient way. They are attentive to their clients needs and guide them through the process to maximize the chances to meet the project goals and objectives. They bring clarity, structure, knowledge, focus, support, and guidance.’

Key clients

The Dow Chemical Company

BMO Harris Bank

The Dow Chemical Company

BMO Harris Bank

Work highlights

  • Represented The Dow Chemical Company in structuring and negotiating a set of complex multi-decade services agreements in connection with Dow’s carve-out divestiture of certain US Gulf Coast marine and terminal operations and related assets to Vopak Industrial Infrastructure Americas.
  • Represented BMO Harris Bank in contracting with LPL Financial (LPL), an industry-leading broker-dealer provider, to outsource delivery of brokerage and advisory services and associated digital solutions to customers of BMO Harris Financial Advisors.
  • Represented The Dow Chemical Company in structuring and negotiating a set of complex multi-decade outsourced services agreements in connection with Dow’s carve-out divestiture of certain rail infrastructure and related assets to Watco Companies, LLC (a transportation service company), in partnership with Oaktree Capital Management (aleader among global investment managers specializing in alternative investments).

Morgan, Lewis & Bockius LLP

Morgan, Lewis & Bockius LLP continues to be engaged on large-scale, global outsourcing transactions, providing assistance to clients on digital transformations as well as the outsourcing of facilities management, finance and accounting, and legal services. The team also aids clients in negotiating strategic partnerships and software development and licensing agreements with vendors. While the practice predominantly works on the customer side of transactions, it also counts a number of prominent service providers amongst its clients. The team is spread between Philadelphia and New York, with global head of outsourcing Barbara Melby working across both offices. Melby is a long-standing outsourcing practitioner has deep experience handling billion-dollar deals. Other key contacts in the team include Michael Pillion in Philadelphia and Vito Petretti in New York, who are regularly engaged by prominent clients from a range of sectors on technology outsourcing deals.

Practice head(s):

Barbara Melby

Other key lawyers:

Michael Pillion; Vito Petretti

Key clients

AmerisourceBergen Corporation

Anthem

Becton Dickinson

Genpact

Merck

Morgan Stanley

NiSource

Pearson

Sabre

SEI

Vanguard

Work highlights

  • Represented Vanguard in the ongoing governance of its 10-year strategic outsourcing with Infosys that is designed to deliver a technology-driven approach to DC plan administration.
  • Represented Genpact in multiple major outsourcing transactions with leading global corporations.
  • Represented Anthem in the restatement and amendment of its multi-tower services agreement with IBM whereby IBM retains application and other services, and in the negotiation of a separate stand-alone agreement for IT infrastructure services with the newly spun off business unit of IBM (Kyndryl).

Pillsbury Winthrop Shaw Pittman, LLP

Pillsbury Winthrop Shaw Pittman LLP stands out for its work handling outsourcing transactions for companies in highly regulated sectors, with a particular focus on healthcare and financial services. The firm’s work in the financial services sector includes handling deals involving artificial intelligence, while in the healthcare space it has acted on a number of deals related to the COVID-19 pandemic. The team is also engaged in the outsourcing aspects of M&A. The practice is jointly led by Aaron Oser and Mario Dottori in Washington DC, and Vipul Nishawala in New York. Meighan O’Reardon is another key figure in DC, with experience acting for financial services and retail clients, and Elizabeth Zimmer in Austin advises both Texas and New York-based clients in deals with prominent technology vendors.

Practice head(s):

Aaron Oser; Mario Dottori; Vipul Nishawala

Other key lawyers:

Elizabeth Zimmer; Meighan O’Reardon; Brittney Sandler; Mia Rendar

Testimonials

‘Knowledge, experience, accessibility.’

‘Liz Zimmer puts together a stellar team, is fully across the deal and yet allows efficient allocation of resources to cater for budget limitations while not compromising on the quality of the work and service. That Pillsbury has a non-legal team to bridge the legal / commercial requirements (eg. technical and commercial requirements and documentation) reflects their comprehensive appreciation of the nature of outsourcing deals and an understanding of the needs of in-house counsel (who often have to lead the non-legal aspects in order to drive the overall deal).’

‘We worked with Elizabeth Zimmer and associate Brittney Sandler. Liz is the full service partner – takes care of the relationship, take time to understand the needs of the client, uncompromised legal skills. Brittney – blown away at the talent of this associate. From technical legal skills, to the critically relevant “soft skills” of managing both internal client and the counterparty.’

‘Excellent and holistic client service management, use of initiative in our client care, obvious investment in a capable group of associates that give us comfort in the whole team, value creation in appropriate staffing of our matters and innovative support of our projects, solid expertise and bulletproof work product’

‘Liz Zimmer has shown us first-class client service, and has established a true partnership. John Barton makes you feel like you are his only client, and has demonstrated excellent focus on strategy and execution. Mia Rendar is an incredibly bright and promising professional, and a solid associate – one to watch!’

‘The Outsourcing practice at Pillsbury is excellent. The Pillsbury resources are subject matter experts, provide practical advice and always meet our expectations and time-frames. The team is collaborative with each other as well as with its clients. As a client we benefit for their internal collaboration and willingness to work together internally. In order to meet client expectations, the team often proposes unique and innovative ways to tackle a new deal whether its streamlining resources or leveraging technology. Pillsbury’s global presence and global perspective also makes this team unique.’

‘The Pillsbury team is always willing to roll up its sleeves and dive into complicated transactions despite challenges, obstacles and time constraints. The team brings a global perspective which greatly benefits us as their client. The entire team is top notch.’

‘Incredible team. Led by Mario Dottori, this team has depth of legal expertise across entire companies – Tech, HR, BPO, etc. They combine the legal expertise with a PMO, and thus are the best firm I’ve ever used to conduct carve outs, outsourcing and acquisitions on large scale M&A transactions.’

Across the board a lot of expertise and the team applies itself to conduct large scale acquisitions – no delays in procurement no matter the topic. The team is incredible. I have used them on three all-year deals in the past four years, and cannot recommend them highly enough.’

Key clients

Kareo

Los Angeles Unified School District (LAUSD)

Zebra Buyer LLC & Zebra Group Holdings LLC

Ford Autonomous Vehicles

Figment

State Street Bank and Trust Company

EmblemHealth, Inc.

Morgan Stanley

Blue Shield of California

Work highlights

  • Advised the Los Angeles Unified School District, the second-largest public school district in the United States, on all facets of an ambitious COVID-19 community engagement program.

Baker McKenzie LLP

Baker McKenzie LLP leverages its international network of offices to advise multinationals on complex outsourcing deals. The team’s expertise is broad, covering transactions involving the outsourcing of workforce management, IT and networks, and supply chain support, and is also active in the growing areas of digital transformations and transitions to the cloud. The team’s client base includes prominent companies in highly regulated sectors such as financial services, and it also advises vendors on the negotiation of deals. Peter George  and Samuel Kramer jointly lead the team from Chicago, and both have substantial experience in technology-related outsourcing transactions. Michael Stoker departed the firm in July 2021.

Practice head(s):

Peter George; Samuel Kramer

Hunton Andrews Kurth LLP

Hunton Andrews Kurth LLP continues to be highly active across the outsourcing space, advising clients from a range of sectors on complex transactions. The team is equally adept at handling the outsourcing of business processes such as HR, finance and accounting as well as IT outsourcings involving cloud systems and software-as-a-service aspects. Randall Parks leads the team and has extensive experience in commercial transactions, with a focus on technology. Andrew Geyer and Jeffrey Harvey are also noted for their expertise in technology-related transactions, while Cecilia Oh in Washington DC focuses on outsourcing deals in the financial services and retail sectors, such as the outsourcing of payment processing. Lawyers are in Richmond unless otherwise stated.

Practice head(s):

Randall Parks

Other key lawyers:

Andrew Geyer; Jeffrey Harvey; Cecilia Oh; Christina Edwards

Testimonials

‘The team works as a seamless unit. I can safely assume that something I’ve mentioned to one member of the team will be known by everyone. The team works hard, which means that they have extensive experience in negotiating deals and the most recent trends.’

‘Cecilia Oh and her team deliver outstanding legal expertise that is carefully tailored to exactly what our company needs. It’s not out-of-the box legal advice, it’s a powerful combination of deep knowledge of both the latest legal developments and our company’s particular situation. Cecilia is a go-to attorney for our team.’

‘The team is expert in all things outsourcing. They have excellent client focus and are very good at keeping me up to date in what is happening in my contracts. I appreciate he fact that they are constantly updating their forms with the newest changes in the law. And I think their rates are very competitive.’

‘I have been working with Andy Geyer for almost 15 years. His subject matter knowledge is as good as with any outside attorney I work with. His responsiveness is excellent and having worked so long together, he is able to anticipate my needs and make the process go that much more smoothly.’

‘This firm has represented a wide variety of clients in this space, as well as negotiated against a wide variety of key suppliers in this area. They possess a deep knowledge of what constitutes the “market” regarding legal provisions in these agreement and can more effectively counsel clients as to the positions taken by other parties generally. This is important as many clients do not engage in outsourcing deals with enough regularity to know what the “market” is. They also have a large number of other attorneys that can quickly advise on ancillary topics that may arise during the engagement.’

‘Andrew Geyer and Christina Edwards are superb contract drafters and equally adept at explaining or advocating the client’s position in negotiations with counterparties.’

Key clients

The Association of International Certified Professional Accountants

Baylor Scott & White Health

Bloomin’ Brands, Inc.

CoBank, ACB

ScanSource, Inc.

Delaware North Companies, Inc.

First West Texas Bancshares, Inc.

Oceanfirst Bank

Fox Factory Holding Corp.

Work highlights

  • Advising the American Institute of Certified Professional Accountants in a number of IT and business process outsourcing agreements.
  • Advising CoBank on a number of technology-based outsourcing agreements.
  • Advising ScanSource on routine outsourcing and technology issues.

Kilpatrick Townsend & Stockton

Kilpatrick Townsend & Stockton advises on a wide range of outsourcing transactions, with a focus on technology deals. The practice handles the outsourcing of IT services, including advising on software licensing and software-as-a-service agreements, and also provides input on software development agreements and strategic alliances with technology companies. Joshua Ganz and Amanda Witt lead the team from Atlanta, while James Steinberg in Dallas advises on transactions for clients across sectors including telecommunications, insurance and financial services. In Washington DC, Sonia Baldia is highly regarded for her work in commercial technology transactions, with experience handling deals involving IP and data protection issues.

Practice head(s):

Josh Ganz; Amanda Witt

Other key lawyers:

James Steinberg; Sonia Baldia; Farah Cook

Testimonials

‘Expert knowledge of subject matter combined with a deep bench. Strong investment in outcomes with a pragmatic mindset.’

‘Remarkably firm grasp on the issues related to these complex negotiations with a strong memory for specific alterations made during the redlining process to keep track of where our negotiating partner might be trying to push unfavorable terms through with less-than-obvious verbiage.’

Kirkland & Ellis LLP

Kirkland & Ellis LLP has a strong record in the outsourcing space, with expertise in complex, multi-vendor outsourcing deals. In addition to handling the outsourcing of business processes, the practice draws on its experience of technology transactions to advise on IT outsourcings. The team is also frequently engaged to handle the outsourcing aspects of mergers and acquisitions. Neil Hirshman and Gregg Kirchhoefer offer particular expertise in technology transactions and Todd Herst handles outsourcing transactions across sectors including telecommunications, healthcare, insurance and consumer products. New York’s Shellie Freedman is another name to note with a focus on healthcare and life sciences. Lawyers mentioned are in Chicago unless otherwise stated.

Other key lawyers:

Neil Hirshman; Gregg Kirchhoefer; Todd Herst; Shellie Freedman; Aaron Lorber

Testimonials

‘Strategic, unique commercial arrangements – alternate fee arrangaments, sensitive to public company considerations, commercial pragmatism and focused on permissive yet protective negotiation/drafting’

‘We recommend Neil Hirshman.’

‘Superb in helping reach agreements while defending the client’s interest. Extremely efficient.’

‘Neil Hirshman in particular has excellent people skills and is a very good team leader. He is extremely competent on substance.’

Key clients

SSM Health

Continental Casualty (CNA)

CCC Information Systems

Equinox Media

Frontier Communications

Nexus Capital Management LP

SK Capital

TowerBrook Capital Partners

Accenture

Work highlights

  • Advising SSM, a large hospital network, on its ground-breaking strategic alliance with UnitedHealth Group (UHG). This alliance will involve Optum, a UHG subsidiary, providing services on an outsourced basis, including revenue cycle management, health plan operations, care transformation and analytics.
  • Advised Continental Casualty Company in its negotiation of a set of outsourcing agreements covering a multinational professional services firm’s provision of managed services regarding IT risk management and cybersecurity, including the implementation and maintenance of a new software platform.
  • Advising Equinox Media on its outsourcing, manufacturing, purchase, software and payment processing agreements with various vendors in connection with the design, manufacturing and supply of a new in-home bike and on-demand fitness app.

Loeb & Loeb LLP

Loeb & Loeb LLP handles both business process and IT outsourcing transactions for clients across sectors including healthcare, insurance, retail and property management. The team’s work includes advising on global outsourcing deals, and it also provides assistance on resolving performance failure issues related to existing agreements. The practice is led by New York’s Kenneth Adler and Amir Azaran in Chicago. Akiba Stern in New York focuses on counselling clients from the financial services sector, while Allison Schwartz in Chicago handles the outsourcing of business and IT processes. In New York, associate Benjamin Kabak is another name to note and has a focus on technology outsourcing deals.

Practice head(s):

Kenneth Adler; Amir Azaran

Other key lawyers:

Akiba Stern; Allison Schwartz; Benjamin Kabak

Testimonials

‘Loeb has its fingers on the pulse of outsourcing and really understand the market. We use them because they don’t get caught in the weeds and are able to see the big picture of a deal. They have also been instrumental in getting customers to see the positions of a service provider.’

‘We work with Akiba Stern and he is phenomenal. He is also one of the “old guard” of the outsourcing world and helped write the book on outsourcing deals. We like working with him because he is extremely knowledgeable about outsourcing and tech and is an incredibly straight shooter. Akiba is able to distill problems down to their bare essence and get both parties comfortable with a common ground.’

Key clients

Brookfield Properties

Work highlights

  • Represented Brookfield Properties in negotiations with a leading international business process outsourcing firm (Genpact) for the outsourcing of our client’s entire accounts payable business process.

McDermott Will & Emery LLP

McDermott Will & Emery LLP is equally adept at acting for customers and providers in outsourcing deals, handling transactions involving the outsourcing of a wide variety of business processes. The practice has a strong client base in the healthcare sector, where it is particularly active on the outsourcing of revenue cycle management. Blockchain technology is another area of focus for the team, which acts both for companies in this sector as well as companies seeking to use blockchain in the outsourcing of processes. Shawn Helms and Jason Krieser lead the team from Dallas; both have considerable expertise in transactions involving technology such as cloud computing and the blockchain. David Guedry and Heather Bethancourt are also key names in the Dallas office. Guedry is experienced in advising on the outsourcing of IT and business processes, while Bethancourt specialises in acting for healthcare clients.

Practice head(s):

Shawn Helms; Jason Krieser

Other key lawyers:

David Guedry; Heather Bethancourt

Testimonials

‘Complex knowledge, expertise that is highly diverse and very experienced.’

‘Tremendous knowledge and practical understanding of products and suppliers. Functional experts. Unmatched work ethic and responsiveness.’

 

Key clients

Amadeus

BDO

Becton, Dickinson and Company

Caterpillar

Cognizant

HCL Technologies

Orange (France Telecom)

University of Chicago

United Services Automobile Association (USAA)

Walmart

Work highlights

  • Represented State Farm and the United Services Automobile Association to manage the formation of a cutting-edge blockchain-powered claims system.
  • Acted for Orange in connection with the establishment of a new French cloud company designed to meet the stringent French sovereignty and critical infrastructure requirements.
  • Represented a community health company in connection with a healthcare and revenue cycle management outsourcing deal with Optum, part of the UnitedHealth Group.

WilmerHale

WilmerHale is noted for its work advising clients in the financial services sector on transactions, including the outsourcing of core business processes. The practice’s expertise in this space is demonstrated by the its regular advice on the development of new software platforms to handle financial services processes. Elsewhere, the team also counts companies from the life sciences, logistics and technology sectors amongst its clients. The practice is led by Robert Finkel in New York, who has vast experience in this space. Ariel Soiffer in Boston is another name to note with expertise in a range of technology transactions.

Practice head(s):

Robert Finkel

Other key lawyers:

Ariel Soiffer

Key clients

Analog Devices

Barclays

Cincinnati Bell

CSL Behring

Intuit

McGraw Hill Education

Mosaic Insurance

Nomura

Select Equity Group

UBS Business Solutions US LLC

Work highlights

  • Represented Select Equity Group in the outsourcing of its middle and back-office functions to SS&C.
  • Represented Mosiac Insurance in a full scope IT and BPO transaction with DXC.
  • Represented CSL Behring in a global outsourcing transaction with Cap Gemini covering mostof CSL’s IT operations – one of the largest IT outsourcing deals consummated in 2021.

Morrison Foerster

Morrison Foerster is engaged by clients across a range of sectors to handle complex outsourcing transactions. The team particularly stands out for the global nature of its practice, with practice head Vivian Hanson collaborating with the firm’s offices in Europe and Asia to advise on large-scale deals covering multiple jurisdictions. Hanson is based in New York, and is supported by Aaron Rubin in San Francisco and Matthew Karlyn in Boston, who are both focused on outsourcing transactions involving technology. Anthony Ramirez is also based in New York and was promoted to partner in January 2022, while Paul Jahn has now retired.

Practice head(s):

Vivian Hanson

Other key lawyers:

Aaron Rubin; Matthew Karlyn; Anthony Ramirez

Testimonials

‘Practical and knowledgeable advice in a way that helps in-house attorneys and business teams.’

‘Aaron Rubin is very experienced in technology transactions and I have always valued his responsiveness and ability to balance protecting the organization’s risk, practical to-the-point advice, and closing the deal. A lot of the issues that we deal with require threading the needle and being creative and he helps us do that.’

‘Amazing team and we always receive high quality, thoughtful, well-reasoned and well-researched advice based on legal and practical considerations.’

‘The partners and associates are true partners in our work.’

 

Proskauer Rose LLP

At Proskauer Rose LLP, the outsourcing practice focuses on technology-related deals, including software licensing and service agreements as well as the growing area of transitions to the cloud. The team frequently acts for clients from the highly-regulated financial services sector, and also counsels companies involved in education and healthcare. Practice head Jeffrey Neuberger is a long-standing specialist in technology law; he is supported by Wai Choy, who has expertise across the structuring, drafting and negotiation of outsourcing transactions. Named lawyers are in New York.

Practice head(s):

Jeffrey Neuberger

Other key lawyers:

Wai Choy

Key clients

The Eclipse Foundation

iHeartMedia

Rockefeller Capital Management

VerticalScope

Work highlights

  • Represented iHeartMedia in a variety of technology and outsourcing matters, including its acquisition of Voxnest.
  • Advising The Eclipse Foundation on a wide variety of technology and outsourcing issues.
  • Representing VerticalScope in a variety of technology-related transactions, including outsourcing, licensing and related intellectual property issues.

White & Case LLP

White & Case LLP‘s technology transactions team is active on outsourcing deals including master service agreements, licensing agreements and commercial collaborations. The practice also provides input on corporate transactions involving outsourcing vendors, such as Panasonic’s recent acquisition of supply-chain software provider Blue Yonder. Arlene Arin Hahn is the key name to note in outsourcing with Jost Kotthoff serving as global head of technology transactions.

Practice head(s):

Jost Kotthoff

Other key lawyers:

Arlene Arin Hahn

Testimonials

‘W&C added value through the considerable domain knowledge of our specific engagement, they had experience that was relevant for our software OEM agreements.’

‘Arlene Hahn was a great help to the team, she efficiently kept us focused on the process and ensured that we kept abreast of comments and negotiation topics. She added her industry knowledge to the negotiation which helped identify issues and help find resolutions based on current industry practices.’

‘We needed a law firm with unique legal, technical, and software experience and expertise to balance the legal needs of both companies, ensure that we complied with the complex legal requirements of our relationship, and understood how to translate our concepts into an understandable simple legal framework. We selected White & Case and I could not have been happier. Over the course of several months and more than 80 contract revisions, the team diligently met our needs, pivoted on a dime as needed (which was often), and was extremely responsive. The net result was the largest agreement signed between our companies and the framework through which all of our joint products will flow. We have already seen the fruit of our labors with large orders and expect many, many more. This could not have been done without the White & Case team, more specifically Arlene Hahn.’

‘Arlene Hahn was involved from nearly the beginning of the Master OEM Agreement (MOEMA). She drove the meetings, took notes, translated our ramblings into a comprehensible legal framework, recorded actions, and kept us on task. Over the course of several months and more than 80 contract revisions, she ensured that we stayed on track and moved toward the end goal. I assure you that this was not just a case of excellent “project management”. While the complex project with many stakeholders was expertly managed, Arlene was also able to balance the needs of multiple stakeholders and ensure the complete satisfaction of those involved, which is a rarity with so many legal and commercial people. Moreover, Arlene is that very rare lawyer that combines a deep understanding of clients’ strategic goals with the tactical ability to reflect this intuitively and comprehensively in the final agreement. I would unhesitatingly recommend Arlene and her White & Case team to any company looking to outsource legal support for a technology transaction.’

Key clients

Panasonic Corporation

Avast plc

Soaring Eagle Acquisition Corp

dMY Technologies

SES Holdings Pte. Ltd.

Fusion Acquisition Corp.

Falcon Capital Acquisition Corp.

ION Acquisition Corp 1 Ltd.

CM Life Sciences

Work highlights

  • Advised Panasonic Corporation on its acquisition of Blue Yonder, a leading end-to-end, and digital fulfillment platform provider.
  • Represented Avast plc, one of the world’s largest cybersecurity companies, on the carve-out disposal of its Family Safety Mobile Business to Smith Micro Software, Inc.

Wiggin and Dana LLP

Wiggin and Dana LLP stands out from other firms in the market for its focus on acting for outsourcing providers. The team advises US-based and international suppliers of outsourcing services on deals relating to business processes as well as IT systems, and is adept at assisting on transactions in heavily regulated industries such as financial services. Mark Heaphy in New Haven and Tamia Simonis in Stamford jointly lead the Connecticut-based practice.

Practice head(s):

Mark Heaphy; Tamia Simonis

Other key lawyers:

Sarvesh Mahajan

Testimonials

‘The Wiggin team is well-versed in what is market for outsourcing and practically solution-oriented. Their collaborative approach to finding solutions with opposing counsel results in more focused negotiations and expedited outcomes for both sides.’

‘Mark Heaphy is a true ambassador for the outsourcing bar. His collegial and collaborative approach to working through complex issues with opposing counsel enables both sides to achieve their clients ultimate objectives — to get a deal done. We have also had positive experiences with Tamia Simonis and Sarvesh Mahajan, who demonstrate a similar ethos.’

‘I am a counterparty to them on transactions. They are a knowledgeable, smart and flexible group of lawyers dedicated to helping both sides reach a satisfactory outcome in negotiations.’

Arnold & Porter

Arnold & Porter specializes in technology-based outsourcing transactions, including handling software licensing and software-as-a-service agreements as well as advising on the development of new products in the outsourcing space. The team’s clients include technology companies as well as firms from sectors including financial services, telecommunications, and arts and media. Matthew Maccoby and Ira Moskatel lead the team in Los Angeles, with Thomas Magnani in San Francisco also a name to note.

Practice head(s):

Matthew Maccoby; Ira Moskatel; Thomas Magnani

Key clients

Fullpower Technologies

World Bank Group: The World Bank and International Finance Corporation (IFC)

Xilinx

Start-up Company

Work highlights

  • Representing Fullpower Technologies, Inc. in a number of strategic partnerships, including with Tempur Sealy, regarding sleep and activity tracking AI devices and smartphone applications
  • Representing World Bank Group in intellectual property and technology matters in support of their global international development missions.
  • Representing Xilinx in its acquisition of Silexica, a privately-held provider of C/C++ programming and analysis tools.

Bracewell LLP

Bracewell LLP continues to be highly active in the IT outsourcing space, providing advice to clients on software-as-a-service deals and data use and research agreements. The Houston-based practice also handles business process outsourcing for clients in Texas and beyond, in sectors including education, mining and aviation. Jeffrey Andrews leads the team.

Practice head(s):

Jeffrey Andrews

Testimonials

‘Jeff Andrews and his team are excellent at what they do. They listen extremely well, are very flexible and adapt to client needs while ensuring that their clients understand both best market practice as well as risks to positions presented by them.’

‘The team stays up to speed on an ever-changing and maturing market. They are fast, responsive, and stay ahead of client needs both recognizing the necessity for speed and the importance of quality.’

Key clients

Oncor Electric Delivery Company LLC

PTSD Foundation of America

The Menninger Clinic

Hines Interests Limited Partnership

Oncor Electric Delivery Company LLC

PTSD Foundation of America

The Menninger Clinic

Hines Interests Limited Partnership

Work highlights

  • Advised a major US airline in structuring and negotiating strategic IT agreements and telecommunications agreements, including premise software license agreements; cloud services agreements for Software as a Service (SaaS).
  • Advised Oncor Electric Delivery Company LLC in structuring and negotiating strategic sourcing agreements for the supply of goods and services as diverse as steel, cable, transformers, engineering services and field services.
  • Represented the PTSD Foundation of America in the negotiation of a data use and collaboration agreement with SAS Institute Inc.

Davis Wright Tremaine LLP

Davis Wright Tremaine LLP continues to expand its work in outsourcing, with a team led by Christopher Ford, who advises on the outsourcing of business processes and IT systems across sectors including financial services and utilities. Ford is based in Washington DC and handles transactions alongside the firm’s technology partners in DC and Seattle.

Practice head(s):

Christopher Ford

K&L Gates

K&L Gates advises on a wide variety of outsourcing matters, acting in sectors including travel, pharmaceuticals and energy. In addition to advising on transactions including master service agreements, the practice also provides assistance to companies on outsourcing issues arising from corporate transactions, such as transition service agreements. In Dallas, John Howell is recognized for his deep experience in the structuring of outsourcing agreements, while Susan Altman in Pittsburgh has broad expertise across commercial transactions, including IT and business process outsourcing agreements.

Practice head(s):

Susan Altman; John Howell

Key clients

New York Proton Management LLC

AGC Flat Glass North America, Inc.

R. J. Hedges & Associates LLC

Travelport

Work highlights

  • Representing New York Proton Management in connection with the negotiation and ongoing management of an agreement for the outsourcing by our client of the operation and maintenance of an innovative proton beam treatment system to Varian Medical Systems.
  • Represented AGC Flat Glass North America, Inc. in negotiating a Transition Service Agreement and a Supply Agreement following the sale of aspects of its glass manufacturing facilities to Cardinal Glass Industries, Inc.
  • Represented R. J. Hedges & Associates in developing standard forms for a Service Agreement and associated Order Form providing for its clients to outsource to R. J. Hedges.

Kelley Drye & Warren LLP

Kelley Drye & Warren LLP‘s technology-focused practice is adept at advising both providers and customers on complex outsourcing deals. The team’s work includes handling transactions involving companies in highly-regulated industries such as healthcare and financial services. The team is jointly led by Michael Ryan in Chicago and Deepak Nambiar in New York; Nambiar chairs the firm’s India Practice Group and in addition to working with US clients also has strong ties to major Indian outsourcing providers.

Practice head(s):

Mike Ryan; Deepak Nambiar

Key clients

West Monroe Partners LLC

Experian Information Solutions

Guggenheim Partners

Vantage Outsourcing

Vertical Web Media, LLC

Market Rebellion

Blaze Portfolio Systems LLC

Land O’Frost

Work highlights

  • Represented Experian Automotive in connection with multiple joint ventures related to the acquisition, deployment and cross-licensing of vehicle-related data.
  • Represented Vantage Outsourcing in its sale to mid-market private equity firm, Pharos Capital Group, LLC.
  • Assisted Vertical Web Media in a variety of technology-related matters, including negotiating keytechnology agreements for the licensing and use of ecommerce data and the resolution of a number of intellectual property disputes.

McGuireWoods LLP

McGuireWoods LLP advises clients on outsourcing transactions including the outsourcing of in-house IT, financial and accounting, and HR services. The team’s client base spans sectors including consumer goods, healthcare and industrial manufacturing. Rakesh Gopalan leads the team; he also co-chairs the firm’s fintech practice and is noted for his work advising financial services companies.

Practice head(s):

Rakesh Gopalan

Key clients

Alex Lee, Inc.

Work highlights

  • Represented Alex Lee Inc. and its affiliates, Merchants Distributors LLC and MDIManagement LLC, in the $100 million-plus purchase of an engineered materials handling logistics system at MDI’s Hickory, North Carolina, distribution facility, as well as related equipment and software to automate MDI’s warehouse, including installation, training and ongoing maintenance services.