Transactional
Strategic Sourcing and Commercial Transactions
Our top-ranked practice has been at the forefront of providing legal support for sourcing arrangements for decades.
500+
Outsourcing transactions completed
100+
Countries we have experience in
$450+ billion
Combined deal value
31
Global team members
Overview
Our practice combines the talent of market-leading partners who are recognized as industry leaders in their jurisdictions.
We have a deep bench of lawyers in the U.S., Europe, and Asia (including India-qualified lawyers) to assist with non-U.S. legal issues. The team brings unique technical sourcing and commercial experience, practical business acumen, a library of best practice tools, industry knowledge and deep familiarity with legal matters to structure and negotiate customized sourcing or commercial agreements.
Our practice group works with clients on the full range of strategic sourcing transactions in transactions ranging in size from $5 million to $35 billion. In particular, we have substantial experience structuring and negotiating all types of information technology outsourcing (ITO) and business process outsourcing (BPO) transactions that involve domestic and international operations. Our experience includes offshoring, business transformation and shared services arrangements as well as strategic alliances and joint ventures.
“Gibson's team has a proven ability to handle a wide variety of matters with challenging dynamics, unique services and tight timelines.”
Chambers USA
Experience
Information Technology Outsourcing (ITO)
Whether in the context of single or multi-sourced transactions, our attorneys have advised clients on the full spectrum of information technology outsourcing (ITO) transactions. We have assisted clients with every form of outsourcing deal from simple offshoring to complex multi-tower transformational transactions. Our lawyers are well-versed in all of the involved technologies, including new and emerging technologies and tools and our familiarity with the legal, technology and commercial aspects of these complex transactions enables us to proactively identify and properly address the critical risks across the entire transaction lifecycle.
Recent representations include:
- Broadridge Securities: Advised Broadridge Securities Processing Solutions in connection with a master services agreement for the outsourcing of certain cloud-based IT infrastructure to International Business Machines.
- Cardinal Health: Advised Cardinal Health in connection with the outsourcing of its application and development functions for certain portfolio applications to Accenture, Deloitte, PwC and Tata Consultancy Services.
- Dupont: Advised 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.
- Forterra Pipe & Precast: Advised Forterra Pipe & Precast in connection with the outsourcing of its information technology services to Wipro Limited.
- Marriott: Advised Marriott International in connection with the simultaneous outsourcing of certain applications maintenance and development functions to Accenture, IBM and TCS, and certain infrastructure functions to Accenture.
- Molson Coors Beverage Company: Advised Molson Coors Beverage Company on a multi-year project to replace its legacy IT supplier that was providing support for MCBC’s infrastructure and applications support functions, and to obtain additional IT security and cloud services. The project included negotiating agreements with multiple suppliers, including a managed services agreement with Tata Consultancy Services for infrastructure and end user services (including network services, identity and access management services, end user device services and service desk services); a managed services agreement with Accenture for infrastructure; and application services (including data center services, event management services, and application maintenance and development services); a cloud hosting agreement with Microsoft; and a managed services agreement with SecureWorks, including endpoint detection, cloud-based threat monitoring, and incident prevention and response services.
- Tenet Healthcare: Advised Tenet Healthcare in the renegotiation of its existing $900 million outsourcing agreement with NTT Data.
- Southern California Edison: Advised Southern California Edison in connection with its first- and second-generation ITO transactions – one with Infosys for certain application development and maintenance functions and a second with Tata Consultancy Services for the outsourcing of certain IT infrastructure services, including data center, service desk, end user and network management services.
Systems Integration and Enterprise Resource Planning (ERP)
We have extensive experience supporting domestic and international systems integration and implementation initiatives, including enterprise resource planning (ERP) projects, with a particular focus on cloud transactions. Our team has assisted clients from all industries with every phase of the systems integration and implementation process.
Recent representations include:
- ARYZTA AG: Advised ARYZTA AG in the outsourcing of its SAP maintenance and enhancement for the U.S. and EU to Capgemini.
- DJO: Advised DJO in the implementation of Oracle ERP.
- Hyundai Capital America: Advised Hyundai Capital America and its Korean affiliate in connection with a software license and implementation agreement for the management of lease and retail finance contracts.
- Johnson & Johnson: Advised Johnson & Johnson Services Corp. in connection with a master information technology and consulting services transaction with International Business Machines Corporation.
- Omnicom Group: Advised Omnicom Group in connection with a master system implementation agreement for a cloud-based marketing spend platform.
- Russell Reynolds Associates: Advised Russell Reynolds Associates in the licensing of Bullhorn’s SaaS product and implementation and configuration of that product by Accenture.
- State Fund: Advised State Fund in connection with a license, implementation and support agreement for a comprehensive claims management system.
- Telkom Indonesia: Advised Telkom Indonesia in connection with the negotiation and implementation of a new convergent online billing system solution with Siemens AG and Convergys worth over €50 million.
Business Process Outsourcing (BPO)
We were on the front line as the business process outsourcing (BPO) marketplace emerged and took shape and have played a key role in establishing many concepts that have been adopted as industry standards. Our team guides clients through the full spectrum of BPO transactions, from streamlined single-process arrangements to intricate, multi-tower business transformations.
Recent representations include:
- BJs Wholesale Club: Advised BJ’s Wholesale Club in connection with the outsourcing of business process and IT services relating to finance, merchandising, HR, strategy development and more to Genpact.
- Bridgewater Associates: Advised Bridgewater Associates in connection with the $3.5 billion outsourcing of their entire back-office functions, including BPO functions to Genpact.
- Broadridge Securities Processing Solutions: Advised Broadridge Securities Processing Solutions in connection with a master services agreement with Jefferies for the provision of certain service bureau and back-office processing in the U.S. and U.K.
- GXO: Advised GXO in the outsourcing of back-office functions to International Business Machines Corporation.
- Marriott International: Advised Marriott International in connection with the sale of its captive finance and accounting shared services center to Accenture LLP, including the transfer of approximately 600 employees, as well as the procurement by Marriott of its finance and accounting functions from Accenture pursuant to a long-term outsourcing agreement.
- Voya Service Company: Advised Voya Service Company in connection with the creation of a new joint venture entity, VFI SLK Global Services, with SLK Software Services to provide BPO services and ITO services to Voya.
- Warner Bros: Entertainment: Advised Warner Bros. Entertainment in connection with the sale of its digital content management and delivery system to Vubiquity and the related outsourcing.
Finance and Accounting Outsourcing (FAO)
We have unparalleled experience assisting clients with complex finance transformation initiatives that often involve the outsourcing of a broad range of finance and accounting functions, including accounts payable, accounts receivable, financial reporting, treasury and cash management and financial administration. In addition to helping companies shift operations to offshore locations, we have helped companies implement strategies to deploy automation and artificial intelligence tools and solutions to increase accuracy, productivity and efficiency and reduce operational costs.
Recent representations include:
- Cardinal Health: Advised Cardinal Health in connection with the development and negotiation of a definitive outsourcing agreement with Genpact to outsource plan to forecast, record to report, order to cash, manufacturing and contract management functions.
- Marriott International: Advised Marriott International in connection with the sale of its captive finance and accounting shared services center to Accenture LLP, including the transfer of approximately 600 employees, as well as the procurement by Marriott of its finance and accounting functions from Accenture pursuant to a long-term outsourcing agreement.
- Sony Pictures Entertainment: Advised Sony Pictures Entertainment with the development of the solution and the structuring and negotiation of a definitive agreement with Capgemini for procure to pay, order to cash and record to report services for its U.S. and European business operations.
- Twentieth Century Fox: Advised Twentieth Century Fox with an initiative to transform and optimize its shared service operations by outsourcing certain F&A functions to Capgemini.
Human Resources Outsourcing (HRO)
We have extensive experience structuring, documenting and negotiating a wide range of human resources outsourcing (HRO) transactions. Our breadth of knowledge helps companies reduce costs, maintain accuracy and generate higher revenue. The team’s HRO experience includes transactions ranging from complex, global initiatives involving the entire spectrum of HR functions and related business processes to more focused, single-function transactions.
Recent representations include:
- Aetna: Advised Aetna Life Insurance Company in a full scope human resources outsourcing transaction with Accenture.
- Coca-Cola Company: Advised the Coca-Cola Company in the negotiation of a human resources outsourcing agreement with Hewitt Associates for the provision of a broad range of HR services to in support of Coca-Cola Company’s business operations spread across more than 50 countries.
- Goodyear: Advised Goodyear in connection with the outsourcing of its human resources functions, including its global compensation and benefits administration, payroll services, employee communications.
- Johnson & Johnson: Advised Johnson & Johnson in a global HRO transaction in which Convergys provided full-scope human resources and payroll services to over 65 countries.
- Marriott International: Advised Marriott International in connection with the outsourcing of its human resources functions in North America and payroll functions in the U.K. to Alight.
- PepsiCo: Advised PepsiCo in its full-scope human resources outsourcing transaction, including payroll and compensation, call center, data management, training management, with Hewitt Associates.
- Prudential: Advised Prudential in its full-scope human resources outsourcing, including human resources administration, processing and various services, to Alight Solutions LLC.
- Warner Bros: Entertainment: Advised Warner Bros. Entertainment in the outsourcing of its payroll, related human resources and information technology support, including an SAP implementation, to TCS.
Facilities Management Outsourcing (FMO)
Our lawyers advise clients across industries on the full spectrum of facilities management outsourcing (FMO) transactions, as stand-alone transactions and as part of larger outsourcing initiatives.
Recent representations include:
- AT&T Corporation: Advised AT&T Corporation in the outsourcing of its corporate facilities management, including site planning, project management and ongoing facility management support to Gale Company.
- Barnett Bank: Advised Barnett Bank (now part of Bank of America) in the outsourcing of certain facilities management functions to Premisys Real Estate Services.
- Bridgewater Associates: Advised Bridgewater Associates in connection with the $3.5 billion outsourcing of their entire back-office functions, including facilities management, to Genpact.
- Brookfield Properties: Advised Brookfield Properties in the outsourcing of the property management of its U.S. office portfolio, including accounting and procurement services to CBRE.
- Corebridge Financial: Advised Corebridge Financial (the life insurance & retirement business of AIG) in the outsourcing of the management of its facilities and data center to CBRE.
- Pepsi-Cola Advertising and Marketing: Advised Pepsi-Cola Advertising and Marketing in connection with the outsourcing of the management of certain manufacturing facilities and buildings to Jones Lang LaSalle Americas.
- Southern California Edison: Advised Southern California Edison in the outsourcing of their facilities management functions for all of their California properties to CBRE.