Strategic Sourcing and Commercial Transactions

The Strategic Sourcing and Commercial Transactions Practice Group works closely with clients to devise and execute optimal sourcing, technology and commercial solutions to meet targeted goals and achieve critical business objectives.

Sourcing, including outsourcing, offshoring and shared-services arrangements, has become an important strategic tool for organizations of all sizes in virtually every industry worldwide.  The U.S. and international sourcing arrangements that we structure and negotiate include offshoring, shared-services, strategic alliances and joint ventures in areas such as:

• Information technology
• Business processes, including human resources, finance and accounting
• Customer relationship management
• Procurement
• Logistics
• Warehousing operations
• Asset management
• Facilities management

Other complex technology and commercial transactions that we handle include:

• Cloud services contracts
• Contract manufacturing
• Enterprise resource planning (ERP) solutions
• System implementation agreements
• Software development, licensing and maintenance agreements
• Technology transfer and licensing
• Networks and telecommunications
• E-commerce and Internet transactions
• Data privacy and protection
• Reseller and technology distribution arrangements
• Joint development arrangements
• Transitional service arrangements

Gibson, Dunn & Crutcher’s lawyers partner with clients to leverage strengths and develop strategies and project plans tailored to each client’s distinct circumstances and business objectives.  Our lawyers bring unique technical sourcing and commercial experience, practical business orientation, a library of forms and tools, industry knowledge and deep familiarity with legal matters to structure a customized sourcing or commercial transaction relationship and prepare and negotiate legal agreements.

Sourcing offers a range of options to achieve critical business objectives, including reducing operating costs and freeing up capital, increasing focus on core competencies, or improving and transforming service delivery.  Outsourced functions may not always be core operations, but they are critical to success, and great care is required in structuring and negotiating these complex transactions.

The right blend of capabilities and skills is needed to respond to unanticipated issues that may arise in complex sourcing transactions.  Our practice group members draw on the skill and experience of other Gibson Dunn lawyers and legal professionals as required, including in the areas of labor and employment, tax, intellectual property, mergers and acquisitions, bankruptcy, regulatory compliance and real estate.

The Strategic Sourcing and Commercial Transactions group can help clients develop sourcing strategies, define the scope of services to be outsourced and select service providers to include in an RFP process.  We can work with clients to restructure or terminate existing transactions on favorable terms.  Our lawyers have successfully completed transactions with virtually every major service provider (and many niche providers as well).  We have extensive experience working with outside consulting firms, have deep familiarity with their outsourcing methodologies and processes, and are adept at integrating our practices and results with theirs.

Experience

Recent representations include:

• E. I. du Pont de Nemours and Company, in a $300 million global information technology infrastructure transaction for servers and storage with International Business Machines Corporation to over 62 countries.
• Federal-Mogul, in the renegotiation of its outsourcing agreement, including certain finance, accounting and human resources functions in the United States and Europe, with International Business Machines Corporation.
• General Electric Capital Corporation, with respect to a complex transition services agreement in connection with its acquisition of MetLife Bank, N.A., that addressed temporary employees, shared overhead services, shared assets, temporary and longer-term licenses, data transitions, privacy issues and shared customers between the two financial services organizations, and a separate platform hosting agreement between GE and MetLife’s legacy service provider Fidelity Information Services, LLC.
• Heineken N.V. with respect to three long-term, complex supply agreements for bottles, can and crown corks valued at over $3 billion in connection with the sale of its Mexican packaging business to Crown Holdings.
• Johnson & Johnson, in connection with amendment and expansion of its $450 million global (65 countries) desktop support and service desk outsourcing transaction to Xerox Business Services, LLC, formerly known as Affiliated Computer Services, Inc.
• Marriott International, in connection with:
  • The sale of its captive finance and accounting shared-services center (Marriott Business Services) to Accenture LLP, including the transfer of approximately 600 employees, and Marriott’s outsourcing of its finance and accounting functions to Accenture
  • Several separate IT outsourcing agreements for development, maintenance, hosting, end-user computing, service desk and data center functions.  The service providers included Accenture, IBM, Mindtree, TCS and Xerox.
• Marsh & McLennan Companies, in connection with establishing a panel of offshore information technology outsourcing providers, including drafting and negotiating a services agreement and related documents with each of HCL, IBM, L&T, Patni, TCS and Wipro.
• Patheon, in a full-scope IT outsourcing transaction with Cognizant.
• Symantec, in a full-scope IT outsourcing transaction with HP, and in connection with a number of cloud service/outsourcing arrangements.
• Tyco International Limited, in the outsourcing of its accounts payable and travel and expense functions in the United States, UK and Asia-Pacific to International Business Machines Corporation.