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Outsourcing 2011: Structuring, Negotiation and Governance


Speaker(s): Alethia (Allie) Theisen, Brad L. Peterson, Chris Ford, Daniel Angel, David Rutchik, Derek Sappenfeld, George Kimball, Greg McPolin, James H. McGeechan, John F. Delaney, Kavitha Rajagopalan, Larry Bortstein, Michael J. Brito, Michael S. Mensik, Nigel L. Howard, Rebecca S. Eisner, Ross E. McKean, Vivian A. Maese, William A. Tanenbaum
Recorded on: Oct. 31, 2011
PLI Program #: 29133

Alethia "Allie" Theisen
Pursuit Lead

Primary Areas of Practice: Corporate (M&A, outsourcing)
 

Law School / Graduate School: University of Houston Law Center
 


David Rutchik


Primary Areas of Practice
:

Mr. Rutchik specializes in negotiating complex, commercial transactions in areas such as technology and telecom sourcing, contract manufacturing, logistics outsourcing, information technology outsourcing, and business process outsourcing. As a former attorney, Rutchik has enabled the firm to provide clients a better understanding of the practical implications of the legal contracts it helps to negotiate. He has represented both suppliers and customers in numerous deals cumulatively worth several billion dollars, including transactions involving all major industry players including: IBM, HP, CSC, Wipro, Infosys, TCS, Oracle, SAP, AT&T, Accenture, Cognizant and many others. His management experience includes full P&L, Operations, Corporate Development, M&A, Sales & Marketing, Product Development, Program Management, and Legal.

Law School / Graduate School:

JD, Vanderbilt University School of Law (also served as Associate Editor of the Vanderbilt Law Review)


Work History
:

David Rutchik has over 15 years of management experience in the global outsourcing, technology and consulting industries. Prior to joining Pace Harmon, he served as President of the Internet Data Center and Outsourcing division of an international outsourcing and networking provider backed by Goldman, Sachs & Co., as well as Vice President of Commercial Operations for an industry leading telecom and technology provider. Earlier in his career, he also served as an attorney and consultant in the outsourcing practice of Shaw Pittman (now Pillsbury, Winthrop, Shaw Pittman).


Derek Sappenfield

Summary
Derek is a is a Director with more than two decades of professional experience and is one of the leaders of PwC's US Shared Services and Outsourcing Advisory practice.. He brings a unique blend of management consulting, operating, and finance/accounting experience with expertise in designing and managing complex transformation initiatives for global organizations. His core competencies include full lifecycle shared services/outsourcing advisory, finance transformation, cost reduction/performance improvement, process/organization redesign, strategic sourcing, and aligning businesses and information technology. He is a CPA.

Experience

  • Led the global shared services strategy and high level design engagement for a global, multi-governmental organization
  • Led the global sourcing assessment of a large global consumer products company
  • Led the sourcing and effectiveness assessment of the European finance and accounting organization of a global medical device company
  • Led the outsourcing and shared services assessment of a global real estate company, including their IT operations, finance and accounting, facilities, research, and lease administration processes
  • Led the shared services and outsourcing assessment of large global consumer products company
  • Let the assessment of the European finance and accounting organization's performance and service delivery model for a global pharmaceutical company, recommending improvement opportunities including outsourcing and shared services
  • Led the shared services strategy, business case and location assessment for a US aerospace and defense company, spanning finance & accounting, procurement, supply chain, and service processes
  • Led the shared services and common technology platform assessment of a large, global industrial products company, identifying a multi-regional shared services strategy and roadmap.
  • Led the assessment of a top global financial institution's sourcing governance and approach, and benchmarked the scope and scale of the organization's outsourcing and offshoring.
  • Led the evaluation of an existing outsourcing contract for a global beverage company
  • Led the assessment of an existing global finance and accounting contract for a global US-based industrial products company.
  • Led the shared services strategy and assessment phase for a global energy generation and distribution company, resulting in the development of a business case and high level roadmap.
  • Led the development of a global shared services and outsourcing strategy, business case and roadmap for diversified global manufacturer.
  • Transitioned finance and accounting processes to an Indian-based captive center for a large information solutions company. Designed offshoring strategy and managed knowledge transfer and transition of the financial planning and analysis processes to the delivery center
  • Led assessment of finance and accounting outsourcing opportunities, issued RFP, and managed the vendor selection process for a Fortune 100 communications company.


James McGeechan


Primary Areas of Practice
: Outsourcing
 

Law School: The Catholic University of America and Columbus School of Law
 

Work History: James McGeechan is Assistant General Counsel supporting CSC's commercial transactions. Mr. McGeechan joined CSC's legal department in November 2004. Prior to joining the legal department, he was a contracts manager in the contracts department of CSC's America's Outsourcing Group, which he joined in October 1998.


Professional Memberships
: Virginia State Bar


Kavitha Rajagopalan is Director at Kroll Risk and Compliance Solutions, where she oversees AML outsourcing and the implementation of risk management solutions for a wide array of clients.

Prior to joining Altegrity, Ms. Rajagopalan was a Senior Fellow at the World Policy Institute, a think tank based in New York City, where she wrote for several nationally and internationally recognized media outlets and contributed to two edited volumes. She has lectured widely on aspects of global affairs at leading universities in the U.S., Germany, India and South Africa and taught seminars in writing, economics and migration at New York University's Center for Global Affairs.

Ms. Rajagopalan has worked as a financial analyst for Frost & Sullivan, and as a business intelligence analyst for Forensic Investigative Associates and for Goldman, Sachs & Co. She has consulted on numerous projects related to financial access and corporate social responsibility worldwide.

Ms. Rajagopalan holds a B.A. from The College of William & Mary and an M.A. from Columbia University's School of International and Public Affairs. She was the recipient of the Fulbright Scholarship and the John J. McCloy Journalism Fellowship through the American Council on Germany, and published a narrative nonfiction book in 2008 through Rutgers University Press. Ms. Rajagopalan has worked as a journalist in Germany, India and the U.S.


Larry Bortstein founded the law firm of Bortstein Legal Group in 2008.  BLG is focused on supporting the business operations of its clients, with an emphasis on negotiating vendor contracts relating to technology, outsourcing, market data, general procurement and corporate real estate. 

Prior to founding BLG, Larry was the Global Head of Technology Law at Lehman Brothers. Few attorneys have more experience in crafting and implementing practical solutions for clients relating to information technology, intellectual property licensing and other commercial transactions that impact daily business operations.

Larry has negotiated hundreds of customer-side IT, IP licensing and outsourcing transactions, ranging from complex IT development, software-as-a-service, and IT and business process outsourcing transactions, to routine software license, professional services, IT re-seller, hardware purchase and maintenance, and market data transactions.

Larry has been the lead negotiator on numerous vendor-side IT, IP licensing and outsourcing transactions. From his experience in-house and as outside counsel, Larry has a unique understanding of the marketplace and the issues that matter the most to business teams and their advisors.


Global Platform

Negotiated numerous IT and business process outsourcing arrangements with vendors located in India and The People's Republic of China

Negotiated numerous transactions to support users located in EMEA


Work-Outs & Restructurings

Resolved numerous problematic vendor relationships

Restructured/unwound complex outsourcing and software-as-a-service arrangements

Led IT and vendor-related aspects of corporate acquisitions, spin-offs and restructurings, including vendor contract reviews, including transition services


Procurement Re-Engineering

Developed and implemented improved procurement contracting processes, tailored to the North American, Asian and Indian regions, to drive efficiency for small legal teams in each region

Implemented Risk-Based Contracting Model enabling non-attorney contract professionals and junior attorneys to handle routine elements of the contracting process, allowing senior attorneys to focus on high-value, high-risk issues and transactions

Streamlined Non-Disclosure Agreement (NDA) Process to efficiently handle high routine volume NDA requests from disparate regions and business lines


Free & Open Source Software


Developed and implemented an end-to-end OSS risk management process

Addressed numerous OSS issues relating to vendor arrangements


Information Security & Privacy

Partnered with IT Security and Privacy Officers to develop and implement privacy and information security standards

Implemented data protection annexes to vendor agreements to address data handling and security risks


Selected Professional Activities

Former Member, Securities Industry and Financial Markets Association (SIFMA) Technology & Regulation Committee

Former Co-Chair, SIFMA Technology & Regulation Committee Working Group on Open Source Software

Among the lead participants for the financial services industry to shape the General Public License Version 3

Former Member, SIFMA Technology & Regulation Committee subcommittees on Outsourcing and Market Data

Speaker at numerous events on outsourcing in the financial services industry

Speaker at numerous events on the topic of how to use technology and re-engineered work flows to improve efficiency in providing in-house legal support


Employment History
Bortstein Legal Group 2008 - present
Lehman Brothers 2005 - 2008
American Express 2000 - 2005
Willkie Farr & Gallagher 1994 - 2000


Michael Brito has a broad range of experience representing clients in a wide variety of technology transactions.

Practice & Background

Mr. Brito has significant experience in structuring, negotiating and drafting various types of agreements for complex technology transactions in the U.S., Europe, Latin America and Asia Pacific, including global information technology and business process outsourcing agreements, customer care/call center agreements, domestic and international distribution agreements, software development agreements, supply chain management agreements, licensing and marketing agreements, joint ventures, strategic alliances and teaming relationships. He has also been actively involved in various e-commerce transactions and enterprise-wide software licensing agreements, e.g., ERP systems.

Mr. Brito is a member of the State Bar of Texas, the Dallas Bar Association, the Texas Bar Foundation and the Dallas Bar Foundation.

Mr. Brito has been recognized by the following:

  • Nationally recognized leader in the field of outsourcing by Chambers USA in 2006 - 2012
  • Recognized in Chambers Global as a leader in the field of outsourcing in 2009 - 2012
  • 2012 International Law Office (ILO) Client Choice Award for Information Technology
  • Recommended nationally in outsourcing by PLC Which Lawyer? Yearbook and 2008 and 2009
  • Recommended in The U.S. Legal 500 for technology/outsourcing in 2010 and 2011.

Education
  • J.D. Stanford Law School, 1987
  • B.A. Georgetown University, 1984


Nigel Howard is a partner in the firm's Technology Transactions, Global Privacy and Security, Venture Capital and Emerging Companies practices. Mr. Howard's practice focuses on technology, outsourcing, data, and intellectual property law. He represents clients in complex technology transactions, including outsourcing, licensing, corporate partnering, and strategic alliance transactions. Mr. Howard's experience also includes representing both domestic and international clients in global strategies for sourcing, data asset management, data exchanges and licenses, e-commerce and merchandising solutions, online advertising services, and cloud computing services. He has extensive experience representing clients of all sizes (from Fortune 50 to start-ups) in intellectual property and data purchases and sales, and in reviews of IP and data assets.  He was one of the developers of Covington's "Big Data Assessment" process. He has industry experience in the airline, travel, and logistics industries, as well as the life sciences, healthcare, and financial services industries.

Industries

Transportation 
 

Education


University of London, LL.M., 1991, Intellectual Property Law 
  pass with merit
Lancaster University, England, LL.B., 1987, with honors 
 Veronica Cowan prize for law
 

Bar Admissions

New York 


Ross McKean
Partner

Primary Areas of Practice: Outsourcing/information management
 

Law School / Graduate School:  Nottingham University LLB (2004) 
 

Work History: Baker & McKenzie LLP (1996 to present)


Professional Memberships

 Qualified as a solicitor in England
 Member of the UK's Society for Computers and Law


Brad Peterson is a co-chair of PLI’s outsourcing program in Chicago and leads the Technology Transactions practice at Mayer Brown.  His practice focuses on outsourcing, data, digital services, and software transactions.

Brad has been ranked as a Band 1 individual for several years in both Chambers Global (Global – US Outsourcing category) and Chambers USA (Illinois Technology and the National Outsourcing categories) (“the gold standard of legal advisers on IT outsourcing and contracts”).  Best Lawyers named Brad as the Information Technology Law "Lawyer of the Year" for Chicago" for 2017.   Legal 500 has for several years named Brad as a Leading Lawyer ("singled out for praise“).

Brad earned an MBA from the University of Chicago Graduate School of Business and a JD from Harvard Law School. Prior to law school, he worked for years as a computer programmer and an IBM Marketing Representative.


George Kimball is a member of the outsourcing and technology practice at Wiggin and Dana LLP.

Before joining his present firm, he was an Associate General Counsel at HP, where his responsibilities included negotiation of major outsourcing engagements; teaching, training and practice tools for HP lawyers, sales executives and account executives; and legal support for cloud and security businesses.

Earlier in his career, he spent more than 30 years in private practice in California, including partnerships at Latham & Watkins, Arnold & Porter, Baker & McKenzie and a Los Angeles technology boutique, Kimball & Weiner LLP.

Since the early 1990s, he has advised clients concerning contracts to outsource information technology and business processes in a wide range of industries. He is author of Outsourcing Agreements: A Practical Guide (Oxford 2010). He has been ranked as a leading outsourcing lawyer by Chambers Global, Chambers USA and Legal 500.

A native of Southern California and resident of Ann Arbor, Michigan, George is a graduate of UCLA, University College London and the University of Michigan Law School, where he teaches as an adjunct lecturer. He is a member of the Bar in California, Michigan and New York and has been admitted to practice before the US Supreme Court.


Rebecca Eisner is a member of the Global Management Committee for the firm and previously served as a member of the Global Partnership Board and as Partner-in-Charge of the Chicago office.  She has over 25 years of experience representing clients in hundreds of matters in three main areas: outsourcing, emerging technologies, and data privacy and security.

In outsourcing, Rebecca has represented clients in many industries in complex global technology and business process outsourcing transactions of all types. She also has experience with re-structuring and re-negotiating outsourcing transactions, in-sourcing, managing acquisitions and divestitures in outsourcing transactions, and termination of outsourcing arrangements, and other strategic sourcing relationships. In emerging technologies, Rebecca has advised clients negotiating with emerging technology providers on private and public cloud SaaS, PaaS and IaaS agreements and on appropriate regulatory, risk management, privacy, data protection, data use and analytics and licensing terms for cloud contracts. She has also represented clients in data acquisition and data analytics agreements. In traditional technology transactions, Rebecca has extensive experience in software development, robotic process automation and artificial intelligence agreements, database licensing and use agreements, ERP implementations, systems integrations, hosting and data center agreements and hardware acquisition and maintenance agreements. In security and data privacy, Rebecca regularly advises clients in global data transfers and privacy issues, privacy assessments, privacy compliance, and appropriate security and privacy measures in supply chain and third party contracting. She also advises on e-commerce issues, such as electronic contracting and signatures, and web site design and review. Rebecca is recognized as one of the leading lawyers in the outsourcing field by Chambers Global (“1” ranking in Outsourcing), Chambers USA (“1” ranking in “Nationwide: Outsourcing” and “Illinois: Technology & IT Outsourcing”) and Legal 500 (recognized in “Technology Outsourcing”). Best Lawyers named Rebecca as its Chicago Technology Lawyer of the Year for 2015. Profiles in Diversity Journal have named her a “Woman Worth Watching”.


Vivian Maese is Co-chair of Latham & Watkins’ Financial Institutions Industry Group and FinTech Industry Group, and is a member of the Corporate Department.  Ms. Maese was named a Top 10 Innovative Individual in the Financial Times North America Innovative Lawyers 2016 report.  Ms. Maese brings more than 25 years of Wall Street experience to her practice, advising Tier 1 banks, emerging FinTech companies and investors on innovative and complex transactions at the intersection of financial services, technology and regulation (FinTech & RegTech).  Prior to joining Latham, Vivian held Senior Managing Director and General Counsel positions at Morgan Stanley, the New York Stock Exchange, BIDS Trading, Citigroup, and Salomon Brothers Inc., where she began her career as one of the first tech lawyers on Wall Street.

To view Vivian’s complete bio, please visit https://www.lw.com/people/vivian-maese.


John Delaney advises clients ranging from startups to FORTUNE 500 companies on licensing, intellectual property and technology-related matters. John’s experience includes negotiating complex IT and business process outsourcing contracts and service level agreements, joint ventures, software and content development agreements and licenses and similar transactions. John routinely advises clients on matters relating to social media, mobile apps, cloud computing, AI, big data analytics, smart contracts, blockchain and other emerging technologies. 

John also assists clients in identifying online liability issues and developing risk-reduction strategies, including in connection with data scraping, online marketing campaigns, user-generated content, voice platforms and interactive products and services.   

In the media space, John has extensive experience with the licensing of music, TV, film and other content for transmitting, streaming or downloading through traditional distribution channels and online platforms. 

In the social media space, John is highly knowledgeable of the rapidly evolving law of social media, social influencers and interactive marketing. He drafts and helps implement social media policies and guidelines, advises on compliance with the Digital Millennium Copyright Act (DMCA) and Communications Decency Act (CDA) safe harbors, and assists with online tracking and issues in connection with corporate blogs, third-party social media platforms and mobile applications.

John is a frequent author, blogger and lecturer on technology and intellectual property law developments.


William A. Tanenbaum is ranked in top tiers by Chambers: America’s Leading Lawyers for Business and in its Global Edition, Who's Who Legal, and Best Lawyers in America in technology, outsourcing, IP, AI and Data Law and recognized for his strength in healthcare technology.  He works closely with clients to bring actionable, industry-informed solutions to their business needs.

Bill has “expertise in technology transactions that puts him at the very top of the market” (Who's Who Legal) and "his technology approach and understanding of healthcare - his domain expertise - is a winning combination.” (Chambers)  According to Chambers, Bill “brings extremely high integrity, a deep intellect, fearlessness and a practical, real-world mindset to every problem.”  Bill is recognized as one of the “leading names” in AI and as a “go-to expert [on] data.” (Who's Who Legal/Global Data Review)  He was named as the “Lawyer of the Year” in IT in New York in 2013 by US News & World Report and one of the Top 30 IT lawyers in the U.S. (Best of the Best/Expert Legal Guide), and as one of the “IAM Strategy 300 - The World's Leading IP Strategists,” as an “IP Star” and as a “Life Sciences Star.” (Managing IP; LMG Life Sciences) Bill was President of the International Technology Association and is the Contributing Editor of the International Comparative Legal Guide to Digital Health 2020

Chambers also finds that Bill has a “solid national reputation,” “is a “prominent figure in technology and outsourcing,” “provides savvy representation,” and “uses his expertise to help [clients] successfully navigate negotiations.”  Bill also “has strong litigation experience” with patent victories in the Court of Appeals for the Federal Circuit (Who's Who Legal).  He was appointed by peer review to the “List of the World’s Leading Neutrals [Arbitrators]” and is Board Member of the Silicon Valley Arbitration and Mediation Center.  He is also a past Vice President of the Society for Information Management, an  industry CIO association (New York Chapter). 

Prior to joining Moses & Singer, Bill was the Chair of IP and Technology Transactions at a Wall Street firm, a partner in an international IP firm, and the Practice Co-Chair of Healthcare Technology Transactions at an Am Law 100 firm. 

 

 


Michael Mensik is a partner with Baker & McKenzie LLP and a founding member of the firm’s Global Information Technology/Communications Law practice. Ranked as a leading Technology and Outsourcing attorney by Chambers, Mr. Mensik is described as “an expert in a variety of topics and knows the best person in every office around the world for your situation.” In 2009, he was inducted into the International Association of Outsourcing Professionals’ “Outsourcing Hall of Fame.”

Mr. Mensik was born in Buenos Aires, Argentina, and resided in Rio de Janeiro, Brazil, until 1964. He attended Stanford University (B.A., Economics, with distinction, 1976) and the University of California at Berkeley, Boalt Hall (J.D. and M.A., Economics, 1980). While a student, Mr. Mensik attended Pontificia Universidad Católica del Per? in Lima, Peru. He spent several years working at the firm's Madrid office in the 1980's. He is admitted to practice law in Illinois.