Milbank’s Strategic Sourcing and Technology Group is widely recognized as the worldwide leader in information technology and business process outsourcing transactions. We have represented a wide variety of clients in structuring, renegotiating, renewing and terminating domestic and international outsourcing transactions.
Since its formation in 1986, the Strategic Sourcing and Technology Group has represented clients in more than 350 information technology and business process outsourcing transactions, in over 90 countries and with a combined deal value well in excess of $100 billion. For the past two decades, we have played a significant role in many of the largest and most complex information technology and business process outsourcing transactions for many of the world’s leading corporations, financial institutions and governments.
The attorneys in the Strategic Sourcing and Technology Group are frequent commentators on the outsourcing industry, come from a diverse background within the industry and are recognized for their thought leadership. We are widely regarded both domestically and internationally as being the leading law firm in the outsourcing industry. Chambers & Partners’ 2005 Guide to the America’s Leading Lawyers for Business ranked Milbank in the top category nationally for Business Process Outsourcing and the top category for Technology and Information Technology Outsourcing in New York. Reflecting our practice’s global focus on excellence, Chambers also ranked Milbank in 2006 as the leading outsourcing firm in the U.K.
John Halvey, the head of the Group, is the author of the seminal outsourcing treatises – Information Technology Outsourcing Transactions: Process, Strategies, and Contracts, Second Edition published in 2005, and Business Process Outsourcing; Process, Strategies, and Contracts, published in 2000. Chambers has ranked John as a "star performer" nationally for business process outsourcing and number one in New York for technology and IT outsourcing. Rob Finkel, a partner in the Sourcing Group also based in New York, is also nationally ranked by Chambers for his practice in business process outsourcing. Laurence Jacobs, the head of our European outsourcing practice, has been ranked as the leading outsourcing lawyer in the U.K.
Information Technology Outsourcing
Over the past twenty years, the Strategic Sourcing and Technology Group has worked on more than 250 information technology outsourcing transactions, covering virtually every aspect of the information technology sector. Our attorneys in the Strategic Sourcing and Technology Group have represented clients in transactions with all of the major domestic and international service providers. A sample of some of our more notable transactions includes the following:
- E.I. DuPont de Nemours and Company in a $1.8 billion renewal of a global information technology infrastructure transaction with Computer Sciences Corporation.
-
E.I. DuPont de Nemours and Company in a $200 million renewal of a global applications development and maintenance transaction with Accenture LLC.
-
Black & Veatch in a full-scope, global information technology outsourcing transaction with Electronic Data Systems Corporation.
-
Panasonic in a full scope information technology outsourcing transaction with International Business Machines Corporation.
-
CVS Pharmacy in a data center outsourcing transaction with Perot Systems.
-
Fireman’s Fund Insurance Company in infrastructure outsourcing and applications development outsourcing transactions with International Business Machines Corporation.
-
Credit Suisse First Boston in a global desktop outsourcing transaction with Hewlett Packard.
-
Invista, Inc. in a $400 million information technology infrastructure transaction with Computer Sciences Corporation.
-
Schering Plough in an information technology outsourcing transaction with International Business Machines Corporation.
-
Cendant Corporation in a $1.4 billion information technology outsourcing transaction with International Business Machines Corporation.
-
Prudential in a information technology help desk transaction.
-
AT&T Corporation in a $4 billion application development and maintenance and mainframe outsourcing agreement with International Business Machines Corporation.
-
AT&T Corporation in a $300 million application development and maintenance outsourcing agreement with Computer Sciences Corporation.
-
The Bank of Nova Scotia in a $1 billion information technology outsourcing transaction with International Business Machines Corporation.
-
E.I. DuPont de Nemours and Company in its $4.5 billion global outsourcing agreements and strategic alliance agreements with Computer Sciences Corporation and Accenture LLC.
-
BellSouth Telecommunications, Inc. in a $3 billion application development and maintenance outsourcing agreement with Accenture LLC.
-
BellSouth Telecommunications, Inc. in a $4 billion infrastructure outsourcing agreement with Electronic Data Systems Corporation.
-
The Commonwealth Bank of Australia in a $5 billion information technology outsourcing agreement with Electronic Data Systems Corporation and the acquisition by CBA of a 35% equity interest in Electronic Data Systems Corporation Australia.
-
Entergy Corporation in a $400 million full scope information technology outsourcing transaction with Science Applications International Corporation.
-
New York Presbyterian Hospital in a $700 million full scope outsourcing agreement with First Consulting Group and the creation of the related joint venture to provide information technology service to third parties.
-
Xerox Corporation in a $3 billion global outsourcing agreement with EDS pursuant to which Xerox obtained information technology services from Electronic Data Systems Corporation on a global basis and transferred over $170 million in assets to Electronic Data Systems Corporation.
-
McGraw Hill in a $1 billion managed network services agreement with AT&T Corporation.
-
Bethlehem Steel Corporation in a $500 million outsourcing agreement with Electronic Data Systems Corporation pursuant to which BSC obtained information technology services from Electronic Data Systems Corporation.
Business Process Outsourcing
Attorneys in the Strategic Sourcing and Technology Group have developed considerable expertise in the rapidly expanding area of business process outsourcing through representation of our clients in industry leading domestic and international BPO transactions. Over the past several years, the Strategic Sourcing and Technology Group has been engaged to work on a variety of business process outsourcing transactions, covering an ever expanding area of business functions, including HR, processing, procurement, customer care, call center, asset management, banking services, finance and accounting and research, to name but a few.
Our recent client transactions in this area include:
-
JPMorgan Chase in the acquisition of the middle and back office hedge fund operations of Paloma Partners Management Company and the corresponding outsourcing transactions of Paloma’s middle and back office hedge fund administration and information technology functions to JPMorgan Chase.
-
E.I. DuPont de Nemours and Company in a global outsourcing transaction of its human resources functions, including benefits administration services with Convergys.
-
JPMorgan Chase in an agreement with Barclays to provide U.S. dollar fund transfer, automated clearing house and other treasury services.
-
AT&T Corporation in the outsourcing of its corporate learning functions to with International Business Machines Corporation
-
MasterCard International in a call center outsourcing transaction with Convergys.
-
Omnicom in the outsourcing of its human resource functions, including payroll and health and welfare benefits administration with Hewitt Associates.
-
Synovus in a full-scope human resources outsourcing transaction with ADP, Inc.
-
Pepsi in its full-scope human resources outsourcing transaction including payroll and compensation, call center, data management, training management and recruitment solutions with Hewitt Associates.
-
Tyco International in a full-scope outsourcing of its human resources functions, including benefits, payroll and administration transactions, employee customer service and related functions with ADP, Inc.
-
Deutsche Bank in the outsourcing of its worldwide procurement and accounts payable functions with LLC.
-
AT&T Corporation in a $2.5 billion business process outsourcing transaction with Accenture LLC, for customer service functions for AT&T’s consumer long distance business.
-
NCR Corporation in the outsourcing of certain finance and accounting functions with Accenture LLC.
-
American Electric Power in its billing services agreement with Insight.
-
AT&T Corporation in a $1 billion full scope human resource outsourcing with Aon.
-
Cendant Corporation in the outsourcing of its operational and technical support of its human resources and payroll application systems to Accenture LLC.
-
AT&T Corporation in an outsourcing transaction for end-to-end human resources administrative, transaction and payroll services with Aon Human Capital Services, LLC.
Renegotiations, Renewals and Terminations
The Strategic Sourcing and Technology Group has also developed significant expertise representing clients renegotiating, renewing and terminating outsourcing relationships. Our clients in this area have included:
-
AT&T Corporation in the renegotiation of several information technology and business process outsourcing transactions.
-
BellSouth in the renegotiation of its information technology outsourcing transaction with Electronic Data Systems Corporation.
-
DuPont in the renewal of its information technology outsourcing transactions with Computer Sciences Corporation and Accenture LLC.
-
General Motors in the renegotiation of its $32 billion global outsourcing arrangement with Electronic Data Systems Corporation pursuant to GM's spin-off of Electronic Data Systems Corporation.
-
United Airlines in the renegotiation of its outsourcing arrangement with Galileo.
-
The Mutual Life Insurance Company of New York in a termination of its outsourcing and strategic alliance agreement with CSC.
-
Boeing Co. in connection with the renegotiation of the $2 billion information technology agreement between McDonnell Douglas and International Business Machines Corporation pursuant to Boeing's acquisition of McDonnell Douglas.
-
Hospitality Franchise Systems in connection with the termination of its outsourcing agreement with Electronic Data Systems Corporation and transfer of services to Litton.
-
Tenet Healthcare Incorporated in the renegotiation of its existing $135 million outsourcing agreement with Perot Systems pursuant to which Tenet obtained information technology services from Perot Systems.
-
Blue Cross Blue Shield in connection with the renegotiation of its information technology outsourcing agreement with International Business Machines Corporation.
International Outsourcing Experience and Direct to Offshore Transactions
Since its inception, the Strategic Sourcing and Technology Group has been committed to serving the international needs of our clients. Over the past 20 years the Group has represented clients in outsourcing transactions in over 90 countries on five continents. The Group was the first U.S. based law firm to have a permanent outsourcing attorney in the U.K. Today, the Strategic Sourcing & Technology Group has industry leading members in each of Milbank’s offices around the world.
The Strategic Sourcing and Technology Group also has extensive expertise in direct to offshore outsourcing transactions. We have represented clients in outsourcing to China, Costa Rica, Hungary, India, Ireland, Mexico and the Philippines among other rapidly expanding offshore destinations for clients such as Fireman’s Fund Insurance Company; Lehman Brothers; Home Depot; Fleet Bank; CVS Pharmacy; Pepsi; and AT&T Corporation.
Joint Ventures, Strategic Alliances and Other Technology Transactions
Our practice includes the representation of a wide range of corporations and financial institutions in all forms of technology and related corporate transactions, including joint ventures, strategic alliances, venture capital, technology and intellectual property licensing, technology and intellectual property sales and finance, and mergers and acquisitions involving technology companies, including:
-
Structuring and formation of joint ventures and strategic alliances;
-
advising companies on venture capital investments;
-
structuring and negotiating complex mergers and acquisitions involving technology companies;
-
software purchase and licensing;
-
software development and partnership arrangements;
-
intellectual property counseling, licensing and transfer;
-
data privacy and confidentiality counseling; and
-
advising clients on conducting business on the Internet.
Integrated Practice
Milbank’s depth and breadth of experience in other areas complements our strengths in outsourcing and technology transactions. The Strategic Sourcing and Technology Group has advised on matters relating to the transfer of employees to outsourcing vendors, including benefits and pension issues, union and non-union transfers and potential discrimination claims, provided expertise regarding compliance issues, advised on a wide range of anti-competition and exclusionary issues and provided expertise regarding federal, state and local sales and use tax issues, and has negotiated real estate leases entered into in connection with outsourcing transactions. In addition, Milbank’s experience in outsourcing and technology-related transactions in the United States and throughout the world has enabled us to develop expertise in a variety of cross-border issues, including restrictions in transborder data flow and data privacy related matters.