Outsourcing

Outsourcing can be one of the most challenging, ‘bet the company’, activities any organisation can contemplate. Gone are the days when only peripheral services such as cleaning were outsourced: now most organisations are completely dependent on business-critical services they source from third parties. Banks outsource back-office and treasury services, hospitals outsource diagnostics – and governments outsource key IT services (with varying degrees of success!).

Our team has unparalleled experience of ‘true’ outsourcings (where an in-house function moves to, or between, service providers) and more general services procurement deals. Our clients include global service providers as well as users of services – so we understand both sides of the arrangement.

We have worked on deals in most sectors, including highly regulated ones, such as financial services; in the public and private sectors; and in domestic and global transactions, including ‘offshoring’. From deal structuring to competitive tendering to live date then beyond and on to exit/re-tendering or changing provider, we are there for the whole outsourcing life-cycle.

The team draws on other experts in the firm – for example in relation to employment/TUPE issues, data privacy, intellectual property – and even dispute resolution (though of course we try to set up deals so that disputes are avoided). We work with our colleagues in the US and throughout the world.

The way we work with organisations buying outsourced/sourced services and those providing them involves us supporting in-house legal teams and other advisors to provide expert assistance on:

• Structuring the deal, especially where multiple jurisdictions or multiple providers are involved, so that it works on the ground.
• Guiding clients through the procurement/tendering process and associated due-diligence.
• Leading the negotiation of the contract documentation: working closely with the technical and commercial teams to create a holistic contract that supports the on-going relationship.
• Dealing with employment law, international legal aspects, GDPR and regulatory issues and any problems with the assignment of third party contracts.
• Providing regular contract and performance reviews, to support change control and bolster strong governance.
• Dealing with disputes in a pragmatic way.
• Advising on high-risk scenarios where the relationship breaks down or there is to be a re-tendering and potential hand-over of service provision.

Representative Outsourcing Work

Examples of our team’s outsourcing work include:

• Advising on over £50 billion of technology transactions (mostly procurement and outsourcing deals) in the UK and multiple other jurisdictions.
• Advising NSE-listed Genpact on its acquisition of Citi’s wealth management platform and negotiating outsourcing agreements with Aviva, NFUM and others.
• Advising the UK’s largest mental healthcare trust on the procurement of outsourced technology services and transitioning from incumbent to replacement service provider.
• Advising Qatar Telecom on the outsourcing of network management to Ericsson (having already advised ‘3’ on a similar transaction in the UK).
• Creating a ‘bid team’ to ensure that Landmarc Services retained its agreement with the Ministry of Defence to provide outsourced services relating to the UK Defence Training Estate.