The opportunities and benefits available from outsourcing projects are increasingly being recognised by a wide variety of business organisations.
We have recognised this trend, and responded by forming a market-leading Outsourcing Group with the experience to meet expanding industry needs. The firm is a committed business partner in the development of outsourcing projects for existing clients.
A selection of the areas in which the firm has been involved in outsourcing contracts includes:
- Employment
Employment matters are the core of any outsourcing project. We regularly advise clients in a wide variety of sectors on the repercussions of reorganisations, harmonising terms and conditions of employment, and on individual and large-scale redundancies. Issues which are all relevant to outsourcing projects.
The group advises numerous clients in a wide variety of sectors on the repercussions, as regards employment, of reorganisations, harmonising terms and conditions of employment, and on individual and large-scale redundancies. Factors that are all relevant to outsourcing transactions. Our experience is both broad in scope and deep in terms of issues, both legal and practical, which can arise in practice. We can add value by assisting clients to anticipate and plan for these factors both in formulating proposals and in the negotiation of outsourcing agreements.
Additionally, the group provides training sessions to clients’ own HR teams to enable them to reach practical and commercial solutions to employment problems and to avoid sensitive and difficult employment disputes.
- Pensions
Pensions issues in outsourcing situations can be complex and technical and entail large financial liabilities. Unless resolved satisfactorily, they can delay and indeed, sometimes prevent deals going ahead. Moreover, unless handled well, they can give rise to costly and damaging disputes with individual employees and industrial relations problems.
The group has extensive experience of all aspects of legal issues relating to the establishment and operation of pension schemes, reorganisation, the discontinuance and closure of schemes. We additionally advise regularly on relevant regulatory issues as well as pensions aspects of transactions including risk assessment, warranty and indemnity cover, new pension arrangements for transferring employees, and transfers in respect of past service benefits.
- Real Estate
We have industry-leading experience in real estate outsourcing projects. We advise clients of all sizes on facilities management and sale and leaseback arrangements. Within the Group, lawyers deal with issues facing outsourcing contracts including the firm’s recognised planning, construction, environment, licensing, stamp duty and property VAT specialists who add insight and expertise into any outsourcing project.
An increasing trend in property management is sale and leaseback arrangements, and flexible lease options. The Group handles such arrangements for clients including Microsoft and Xerox.
- Finance
The group addresses the complex structures behind the financing of any outsourcing contract. We act for a wide cross-section of financial institutions and corporates advising in relation to corporate loan work, ranging from complex structured and syndicated facilities to bilateral bank loans (secured and unsecured), to securitisation, to advising on ancillary treasury operations including derivative products. In addition, we have specialist teams who regularly advise on acquisition finance, film and project finance, capital markets and property finance.
- Telecommunications
The firm advises companies and other commercial enterprises in the telecommunications industry in a variety of areas comprising corporate activities, commercial contracts, regulatory matters and broadcasting. The group has deep background in understanding the regulatory field in which companies operate telecommunications systems and advises on the terms of fixed, mobile and data communications licences and contracts assessing local telecommunications legislation and issues relating to the stability and suitability of development frameworks and the rules of applicable regulatory regimes.
- Defence
We are highly skilled in advising prime and sub-contractors on sale and lease contracts with major governments around the world. Additionally, once contracts are agreed, we support our clients during the implementation phase, including expatriate agreements, offset contracts, and local facilitation.
Our presence in markets throughout Europe, the Middle East, Asia, and South America enables our lawyers and consultants to capably represent some of the largest defence contractors and many entrepreneurial technology and training companies in the defence and security industries.
Examples of our recent work include advising British contractors involved in the building of warships for the Hellenic Navy, counselling American entities on the implementation of US military support contracts in Kuwait and Bahrain, and overseeing sales of support equipment to the British Royal Air Force.
- Information Technology
We have extensive experience of IT outsourcing projects, including asset transfer agreements, software licence transfer issues, service level agreements, TUPE issues, service credit and other incentive schemes, disaster recovery arrangements, off-shore software development, and exit management procedures.
The IT outsourcing experience of group members ranges across a variety of industry sectors, including pharmaceuticals, insurance, finance, media, shipping, facilities management, and travel.
- Life Sciences
We have industry-leading experience in life science outsourcing arrangements. Our Life Sciences Transactions team advises pharmaceutical and biotech companies, research hospitals, scientific institutions, and other clients on a full range of outsourcing transactions, including information technology, clinical trials and other contract research, FDA documentation and submissions, sales force, promotions and marketing, manufacturing and supply, and BPO. Our lawyers regularly deal with the complex issues arising from these outsourcing arrangements, including environmental, intellectual property and licensing, employment, tax, and antitrust concerns. We have a team of lawyers worldwide who work together to counsel clients on domestic and international life science outsourcing matters in China, Japan, India, Central and Eastern Europe, Latin America, and other emerging markets. Increasing trends in outsourcing in the life sciences industry include complete product and product line outsourcing, as well as manufacturing and operational "in-sourcing" arrangements. Our lawyers regularly advise clients on these types of arrangements.
- Intellectual Property
Our Intellectual Property experience includes evaluating the interpretation of intellectual property rights, ownership and obligations in outsourcing agreements with service partners. Special issues the Group is experienced in include ownership of intellectual property rights and related assets and use of trading names. The Group also negotiates licensing rights for use of intellectual property rights owned by service partners in the event of early termination or expiry of the agreements. The Group also advises on a large number of patent, trademark and industrial copyright deals in relation to core technologies, an issue that arises in many outsourcing contracts.
- Structuring
The first step in any outsourcing project is to determine the appropriate structure for the project. This requires a careful analysis of all the issues relevant to the project and of the ultimate objectives of the parties involved. Regulatory matters, including competition, data protection, confidentiality, employment issues, as well as licensing concerns may need to be taken into account as well as practical matters such as control over the outsourced activities and ownership of the operations and assets to determine the most appropriate structure.
We have advised organisations on a range of structuring alternatives for outsourcing projects, many of which have involved the formation of new entities and/or the negotiation of joint venture documentation for jointly owned service providers. The Group has experience of traditional outsourcing arrangements, out-tasking of smaller individual business functions, cost-plus service partner outsourcing (of the type utilised by LS Trillium), joint ventures and other equity based outsourcing arrangements.
- Tax
Identifying the tax implications of an outsourcing project at an early stage is vital. If a tax structure is initially agreed and it is discovered late in the day that the structure, in practice, gives rise to tax problems the risk of substantial wasted costs is obvious.
We have the expertise and experience to advise at the outset on the tax implications of your proposed terms/structure, which include stamp duty mitigation and capital gains savings, as well as structuring options. It is important to plan and document correctly the transfer of properties to prevent adverse stamp duty liabilities and to mitigate corporation tax on capital gains. Additionally, we advise on structures to ensure that the purchasing entity maximises capital allowances. In certain circumstances, it may be possible to structure an acquisition to secure tax relief for the cost of the properties.