Nelson Mullins has a group of attorneys within its corporate group focused on strategic commercial transactions, such as outsourcing, licensing, and procurement. Many of the attorneys in this practice area have prior experience in corporate legal and operational roles and, therefore, have a first-hand understanding of the business goals and operational challenges associated with these transactions. These transactions are strategically staffed in order to deliver the business and legal experience and economic result necessary to provide an efficient, value-added solution to our clients.
In connection with its outsourcing practice, Nelson Mullins represents clients from various industries in a full range of outsourcing transactions, both onshore and offshore. While most of our representation in this area is on the company side, representing companies in the outsourcing of core IT functions and business processes, we also represent providers of outsourcing services in certain vertical markets. Our representation often begins with the RFP process and continues through implementation and administration to assist in the benchmarking and service compliance process. We take an active role in the drafting and negotiation of all aspects of the transaction, including change control provisions, service level agreements, and performance scorecards.
Additionally, we represent clients in terminating and restructuring outsourcing relationships, transitioning services between vendors, and in the process of in-sourcing previously outsourced services. Throughout this practice area, our focus is on understanding our client's business and its objectives in the transaction, and delivering a work product that is highly targeted to achieve those objectives and realistic in its approach. To assist in our efficient management of these transactions, we utilize business process tools to scope the project, establish a project schedule with key milestones and clearly defined deliverables, and provide periodic reporting as requested. This process helps provide some degree of predictability and allows us to work with clients interested in alternative fee arrangements.
Information Technology Outsourcing
We have represented numerous clients in outsourcing information technology functions to service providers that have the scale and leverage to perform the services more economically than they can be performed in-house or in a manner that otherwise meets the client's business objective. IT outsourcing transactions commonly involve infrastructure management, applications development and maintenance, desktop outsourcing, managed network assistance, and help-desk functions. Illustrative transactions include the following:
- Represented major financial services company in outsourcing of IT functions and call centers to a third party vendor in Brazil.
- Represented public municipality in outsourcing design, build and management functions with respect to the newly-created public WiFi system at its international airport to a leading provider of such services to airports worldwide.
- Represented largest wireless carrier in the outsourcing of wireless broadcast video services and infrastructure to leading provider of end-to-end wireless multimedia solutions.
- Represented numerous companies in outsourcing IT functions in the context of hosted application services agreements.
- Represented major provider of digital music entertainment content in a transitional services transaction allowing for the continuous use of the music provider's IT infrastructure by the purchaser of the provider's non-US assets.
- Represented top financial services company in the outsourcing of its IT break/fix and project work to an international offshoring company.
- Represented a large commercial bank in outsourcing the majority of its IT functions to several international service providers performing onshore and offshore services for the bank.
- Represented two companies in outsourcing their entire IT functions to a leading technology service provider.
- Represented a provider of health care services in outsourcing its entire IT functions to a major outsourcer in the health care industry.
- Represented a private company in the health care industry in outsourcing its software application management to a third party service provider.
Business Process Outsourcing
Business process outsourcing continues to be one of the fastest growing fields of outsourcing. BPO typically includes the outsourcing of human resources, finances and accounting, facilities management, collections and warehousing, and supply chain functions. BPO often involves the movement of personnel from the business that is outsourcing functions to the service provider. Illustrative transactions include the following:
- Represented major utility in the outsourcing of bill and correspondence print and electronic imaging functions to a third party vendor.
- Represented major utility in the outsourcing of its benefits and retirement recordkeeping and other benefits administration to nationally recognized service providers in a series of transactions.
- Represented major financial services company in $2.0 billion outsourcing with respect to credit card processing, call centers and back office support to two Brazilian banks.
- Represented global service provider of business and consumer information solutions in the provision of outsourced services to a community banking association network.
- Represented global service provider of business and consumer information solutions in the provision of outsourced services to national provider of mortgage settlement services.
- Represented a large commercial bank in outsourcing several business process functions to several international service providers performing onshore and offshore services for the bank.
- Represented a public software company in outsourcing its domestic data center operations to a third party service provider.
- Represented a large industrial company in outsourcing its vehicle fleet maintenance to several third party service providers.
- Represented a large industrial company in outsourcing its transportation logistics function to a third party service provider.
- Represented a financial services company in outsourcing its electronic imaging functions to a third party vendor.
- Represented a life insurance company in outsourcing its policy processing and administration, call center and agent support services to a domestic service provider with personnel in India.
- Represented a health insurance company in outsourcing its claims processing services to an Indian subsidiary of a domestic service provider.
- Represented a major financial services company in outsourcing its consolidated back-office banking operations to an offshore vendor.
- Represented several European financial services companies in cross-border outsourcing of their customer and employee data management.
- Represented many companies across all industries outsourcing, insourcing and/or offshoring e-discovery, records management, knowledge management, and managed security services.
- Represented many organizations across all industries in their comprehensive or targeted outsourcing of their human resources functions to both domestic and offshore providers.
Consistent with nationwide trends among leading businesses, our clients have begun outsourcing more strategic, technical, and data driven functions to service providers. This trend is evidence of a new variant of traditional business process outsourcing known as transformational outsourcing, which involves engaging a service provider to "transform" a business unit. An illustrative transaction is:
- Represented largest independent southeastern financial institution in negotiation of five-year $150 million Co-Sourcing and Transformation Agreement with major service provider where service provider will transform the financial institution's IT department through the development of tools, processes, procedures and methodologies, and the provision of onsite personnel to assist in a knowledge transfer process and in the uptake and mastery of new tools, processes, procedure, and methodologies.
Related Subject Matter Experience
In connection with our outsourcing practice, the strategic commercial transactions practice group has identified several areas of subject matter experience that are routinely involved in these outsourcing transactions and critical to our ability to provide our clients with efficient and business-oriented legal representation. Such areas include data privacy and security, intellectual property, and open source software. Our strategic commercial transactions practice group has developed legal and business experience in each of these areas, enabling us to advise our clients on complex legal issues as well as "best practices" approaches and general market position.