David Ryan

David’s experience includes representing*:

Digital Infrastructure and M&A

• I Squared Capital on acquisitions and investments in connection with digital infrastructure assets, particularly regarding valuation, structuring, intellectual property rights, separation, and regulatory aspects.
• A state investment corporation on the cross-border acquisition of a 50% stake in a digital infrastructure business, particularly regarding technology, data, intellectual property rights, and regulatory aspects.
• Brookfield Asset Management, IFM Investors, BGH Capital, Bain Capital, and other financial buyers on separation, technology, and data aspects of investments and acquisitions including digital infrastructure assets, particularly regarding bid strategy, due diligence, and transaction documentation.
• Ooredoo and Protelindo on investments in digital infrastructure, particularly in relation to financing, commercials and operational contractual documentation.
• A fiber network operator on the design, rollout, and operation of fiber networks, including advising on regulatory issues, sourcing strategies for network build, implementation, and management services, and developing a suite of services agreements with retail, integration, and operations suppliers.
• Transurban on the digitalization and automation of several of its infrastructure assets including regarding multi-vendor sourcing strategy, transition risk management, and parallel vendor negotiations.
• A global communications company on the build, implementation, and support of a mobile network in Asia, particularly in relation to operational risk issues and compliance with regulatory requirements.
• BHP on the carve-out of its petroleum business to Woodside, including on complex IPR and data aspects of the merger agreement, novel enterprise system cloning arrangements, and all aspects of transition, integration, and separation arrangements (including implementation for completion).
• National Australia Bank on all separation, technology, data, and intellectual property rights aspects of the carve-out of its wealth management business (to IFS) and of its life insurance business (to Nippon Life), including structuring and negotiating exit, data migration, and transitional services arrangements, advising on regulatory and data segregation issues, establishing stand-alone operations for the separated business units, and developing enduring data access arrangements.
• Wesfarmers on technology, data, and intellectual property rights aspects of its carve-out of the Coles retail business and the related establishment of loyalty arrangements involving complex data commercialization, transfer, and risk issues.
• National Australia Bank on its acquisition of Citi’s consumer business, including regarding technology due diligence and transfer issues, various data, competition, and prudential regulatory issues, and arrangements to effect transition support, separation, and data migration, IPR transfer, and licensing.

Technology and Outsourcing

• Maxis on sourcing its CRM system, including regarding structuring, development of agreement documentation and negotiations, particularly in relation to performance management and pricing, data regulatory issues, sourcing strategy, and competitive tendering.
• Shell on the acquisition, development, and support of a global retail system from product origin to point-of-sale, including development of the supply agreement (covering licensing, software development, support, integration, and implementation), global negotiations with multiple vendors, and advising on strategy in relation to global regulatory issues (including data transfer and IPR ownership).
• FMCG and infrastructure clients regarding sourcing of their enterprise resource planning systems, including advising on market engagement strategies for sourcing software and system implementation services and negotiations with Oracle, SAP, and various system integrators.
• WPP on its global first-generation outsourcing deal with IBM, particularly regarding negotiation of scope, performance management, and commercial aspects.
• BHP and Maxis on exit from global outsourcing arrangements with IBM, including renegotiating existing agreements, negotiating disengagement arrangements, implementing the exit plan, and supplier replacement strategy and sourcing.
• Digital infrastructure, FMCG and financial services clients on the establishment of BPO arrangements for payroll processing, finance and accounting, and human resources functions, including advising on sourcing strategy, developing and negotiating agreements (particularly pricing model, performance regime and relationship governance framework), solutioning scope, and advising on data protection and industry-specific regulatory issues.
• SS&C Technologies and GBST Holdings on negotiation of platform, share registry, custody, and composer arrangements with banks and financial services providers, including advising on cross-jurisdictional regulatory issues.
• Financial institutions including Northern Trust, Columbia Threadneedle Investments, Link Group and Barclays Wealth Management on investment operations, custody, and funds management outsourcing arrangements.

Life Sciences

• AstraZeneca on the establishment of clinical trial and research outsourcing arrangements with multiple CTO/CRO vendors, including developing agreements and commercial documentation, negotiating clinical and performance management terms, and advising on data regulatory issues.
• Astellas on a global infrastructure and application development outsourcing program covering geographies including Japan, Europe, and the U.S.
• A UAE sovereign wealth investment company on licensing, distribution, and supply arrangements for the MEA region with a pharmaceutical manufacturer of biosimilars and generics, and an equity investment in the partner entity.

*Some of the above matters were handled prior to joining Sidley.