David Ryan

DAVID RYAN’s practice focuses on advising clients on navigating the intersection of the digital economy with capital and regulation. He enables organizations to realize value as they face the opportunities and risks arising from macro trends of artificial intelligence, digitalization, energy transition and sectoral convergence. David has advised exclusively in this information society space in both emerging and established markets for over 15 years, particularly in the infrastructure, communications, technology, energy, financial services and life sciences sectors.

David supports the full life cycle of client mandates including strategy, structuring, financing, execution and exit. He has particular focus on transactions involving digital infrastructure, semiconductors, technology (software, hardware & services), e-commerce, fintech, life sciences and intellectual property assets, including M&A and Private Equity transactions involving these domains in both sell-side and buy-side contexts. David has extensive experience advising on separation, integration and transitional aspects of complex carve-out, acquisition and investment transactions and on the establishment and operation of portfolio companies, and regarding technology transfer and licensing in the context of these deals. He operates an active outsourcing practice focusing on next-generation technology, business process and investment operations outsourcing transactions and the renegotiation of and exit from these arrangements. Clients commend David’s pragmatism, commercial acumen, deep sectoral knowledge, and ability to cut through complexity to realize business objectives.

Prior to joining Sidley, David was based in Singapore, Hong Kong, London, and Melbourne at other leading global law firms.

David’s representative experience includes advising*:

Digital Infrastructure

• Stonepeak regarding its:
  • US$1.3 billion preferred equity investment in Princeton Digital Group.
  • US$250 million joint venture with CoreSite to develop a hyperscale greenfield data center.
  • US$200 million investment in Teleguam Holdings, Guam’s leading digital infrastructure provider of data center, broadband, wireless, and subsea cable landing services.
• Vantage Data Centers, a DigitalBridge portfolio company, regarding a joint venture to operate a generation facility and behind-the-meter power purchase arrangements.
• DayOne regarding arrangements with several of its hyperscaler users and expansion of its business to new markets particularly on cross-border commercial, regulatory and trade issues associated with market entry.
• Princeton Digital Group regarding hyperscaler customer arrangements and on the development of supply chain arrangements for long-lead equipment procurement, operations & maintenance services, and greenfield and retrofit DC construction.
• Goodman Group on operational and user arrangements to enable the establishment of its data centers business, particularly regarding commercial models and terms for hyperscale users, greenfield development and market engagement strategy. 
• I Squared Capital and its portfolio companies regarding investments, joint ventures and acquisitions involving data center, infrastructure and transport assets, particularly regarding strategy, structuring and operational aspects of these transactions.
• Several cryptocurrency miners on conversion of their data center assets to enable liquid-cooled GPU-compute workloads, and regarding associated customer and end user recognition arrangements.
• A Middle East sovereign wealth-backed client regarding all aspects of supply chain contracting for development of a greenfield high performance compute data centre, including sourcing semiconductor, networking, optic, PSU, busbar, and similar equipment; negotiation of technology development and licensing arrangements, particularly for AI applications. 
• Northleaf on the acquisition of a portfolio of EU-based mobile tower assets, particularly regarding ‘as-a-service’ structuring issues, lease aggregation and operational issues.
• Protelindo on structuring and execution of investments in mobile towers assets, including in relation to mobile network operator and operational arrangements.
• Ooredoo on the development of mobile towers infrastructure in Myanmar, including regarding leasing, mobile network operator, and operations and maintenance arrangements, and on MNO arrangements with various of its telco customers in the Middle East region.
• Protelindo on the sale of its 100% stake in Protelindo Netherlands B.V. to Cellnex Telecom, including regarding arrangements to enable integration of the Protelindo Netherlands’ 261 towers into Cellnex’s existing towers portfolio.
• Tower Bersama Group regarding a restructuring mandate and renegotiation of several key MNO arrangements.
• An Indonesian fiber network operator on its bid for Indosat’s fiber infrastructure and related assets.
• An Indonesian infrastructure investor on its bid for Link Net’s fiber infrastructure assets.
• A global alternative investment firm on its bid for fiber infrastructure assets in the Philippines.
• A fiber network operator on the design, rollout, and operation of greenfield 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.
• Brookfield Asset Management and Bain Capital on investments and acquisitions involving digital infrastructure assets, particularly regarding integration, transitional, IPR and technology issues.
  

M&A and Private Equity

• BHP on the US$43 billion 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-outs of its wealth management business (to IFS for US$1 billion) and of its life insurance business (to Nippon Life for US$1.5 billion), 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 novel enduring data access arrangements.
• A PRC semiconductor client on its proposed acquisition of Southeast Asia-based assets of a Japanese semiconductor business, particularly regarding IPR transfer, transitional and separation arrangements.
• A global alternative investment firm on a potential joint venture with a global semiconductor manufacturer to develop and operate a wafer fabrication facility in the EU. 
• An MNC on transition, technology, data, and intellectual property rights aspects of its US$15 billion carve-out of an FMCG business and the related establishment of loyalty arrangements involving complex data commercialization, transfer, and risk issues.
• Allianz regarding its US$500 million acquisition of a bank’s general insurance business, including establishment of arrangements to facilitate data segregation and migration, transitional services, IPR transfer and exit support and enduring distribution arrangements. 
• A state investment corporation on the cross-border acquisition of a 50% stake in a smart-metering business, particularly regarding technology, data, intellectual property rights, and regulatory aspects.
• National Australia Bank on its US$900 million acquisition of Citi’s Australian consumer business, including regarding due diligence, various data, competition, and prudential regulatory issues, and arrangements to effect transition support, separation, data migration, and IPR transfer and licensing.

Technology, Outsourcing & Life Sciences Transactions

• Ant Group on the deployment of digital product offerings to new markets in Eurasia and Southeast Asia.
• Alibaba on the deployment of an e-commerce platform offering in the US market.
• CATL on the establishment and operation of battery manufacturing facilities in the US and EU, particularly regarding structuring, commercial arrangements and technology and IPR transfer and licensing issues.
• 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.
• A PRC semiconductor client on its proposed establishment of OSATs operations in Malaysia.
• A global  transport infrastructure company on the digitalization and automation of its tollway assets including regarding multi-vendor sourcing strategy and negotiations and transition risk management.
• Shell on the acquisition, development, and support of a global retail system from product origin to point-of-sale, including regarding sourcing arrangements (covering licensing, software development, support, integration, and implementation), parallel negotiations and strategy in relation to data transfer and IPR.
• A global energy company on the negotiation of long-term arrangements with its smart-metering provider, including regarding structuring, technical scope, commercial model and sourcing strategy.
• 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.
• Astellas on a global infrastructure and application development outsourcing program covering geographies including Japan, Europe, and the U.S.
• PAG on a business process outsourcing to India, including on strategy, pricing and performance regimes.
• National Australia Bank on global business process outsourcing arrangements for payroll processing, including on sourcing strategy, pricing model, scoping, performance regime, governance 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.
• Brookfield Insurance, Northern Trust, Columbia Threadneedle Investments, Link Group and Barclays Wealth Management on investment operations, funds management and other administration outsourcing arrangements, including regarding information security and regulatory compliance issues.
• 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.
• 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.

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