Law Firm Outsourcing. Bradley S. Christmas Akin Gump Strauss Hauer & Feld LLP and Brad L. Peterson Mayer, Brown, Rowe & Maw

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1 Law Firm Outsourcing Bradley S. Christmas Akin Gump Strauss Hauer & Feld LLP and Brad L. Peterson Mayer, Brown, Rowe & Maw August 24,

2 Today s Agenda Outsourcing Overview Advantages and disadvantages Akin Gump experience Contracting issues Keys to success 1

3 ITO Information Technology Outsourcing Mainframe Midrange Network (voice or data) Data center Desktop Help desk Applications 2

4 BPO Business Process Outsourcing Human resources/employee services Finance and accounting Customer relationship management Facilities management Litigation coding Other non-core business processes 3

5 Key Differences Between ITO and BPO ITO is established and BPO is emerging Greater anxiety and perceived risk More key customer motivations More challenge in defining scope Different pricing mechanisms More demand for customer control More exposure under privacy laws More professional and employee issues Larger role for offshore 4

6 The Scale and Scope The Heart Transplant or Selective, best of breed approach 5

7 Advantages So Why Outsource? Initiate Change Gain Access to Best (Better?) Practices Expense Management Reduce Costs Fixed to Variable General Management Focus Resources on Running Law Firm Reduce Exposure to HR Issues Economies of scale access to a much deeper bench 6

8 Disadvantages So Why you might not want to Outsource? Impact on firm culture and employees personnel Economics Costs already comparatively low and predictable Size of firm Appetite for Risk 7

9 Why and What Akin Gump Outsourced The Situation at Akin Gump in 1999 Antiquated accounting system(s) High staff turnover A pressing need to Change the Firm Need to improve the level of service provided to clients and attorneys Desire to control expenses 8

10 Services Outsourced Facilities Management Accounting Remote Access Services Help Desk Regional Data Centers & Services 9

11 Facilities Management - Overview Outsourced to Merrill Corporation since 2000 Mail, Fax, Copy Services Duplicating Equipment & some MFPs 116 Personnel on site in the 8 largest offices Uneven quality before contract consolidation in 2000 Four different contracts Different Vendors Inconsistent equipment standards 10

12 Facilities Management Observations Technology not necessarily a core competency Difficulty in leveraging relationship for additional services Usage based contract creates problems as the number of copies is reduced Moved to a cost-plus pricing model in

13 Accounting Overview Co-Sourced to Deloitte & Touche Outsourcing, (DTO) in 2001 (now Convergys) Accounts Payable, General Ledger, Cash Management, and Accounts Receivable performed by Convergys personnel in Tulsa, OK. Billing, Budgeting, Financial Analysis and Application support is performed by AG personnel. Fixed fee agreement with service credits 12

14 Accounting - Observations Reductions in AG local accounting headcount did not meet original expectations. The relationship and outsourcing transaction served as a catalyst for organizational change. Costs were relatively high, but we less than what would be incurred had we attempted the consolidation alone. The scope of services has changed throughout the life of the agreement: HRIS changed from ADP Enterprise to Lawson in 2004 Payroll moved in house in 2004 Help Desk services terminated in 2004 & shifted to Perot Systems Application hosting and application support shifted to AG in May of this year. 13

15 Remote Access & Hosting Services -Overview Outsourced to Aspire.net, (now MindShift) since 2001 Remote Access (OWA, Citrix nfuse) Extranet Hosting (eroom, Cold Fusion, SQL) Commercial Website & FTP Server Hosting Intrusion Detection System Redundant data centers in NY and VA 14

16 Remote Access & Hosting Services -Overview Short term agreements Flat fee contract with escalators and service credits Contract will be restructured in 2006 to reflect changes in remote access infrastructure 15

17 Help Desk - Overview Outsourced since 1999 Contract awarded to Perot Systems in X7 Coverage entirely off site in Plano, TX calls per month First Call resolution averages about 81% Fix fee contract with facility to adjust fee for increases and decreases in call volume 16

18 Help Desk - Observations Allowed us to eliminate our Remedy system After hours call volume is still relatively light, but our customers love the idea that there is someone there 24X7 Moving from a body-shop contract to an SLA based agreement a huge win 17

19 Regional Datacenter & Services Overview Outsourced since 2003 to Perot Systems Western Regional Data Center (WRDC) in Plano, TX Eastern Regional Data Center (ERDC) in Philadelphia, PA Server hosting, data backup, RightFax admin, DR planning and program management. Systems monitoring and some NOC services Blended contract with fixed fee and usage based components. 18

20 Regional Datacenter & Services - Observations Entire evolution was slowed by several major technology projects Difficulty finding the point of equilibrium between internal resources and leverage Perot resources. Leveraged Dedicated Internal Process and Methodology fundamentally control issues. 19

21 Primary Concerns for Law Firm Dependence on vendor Risk and difficulty of unwind Loss of control Flexibility to accommodate change Competitive pricing throughout term Employee issues Intellectual property rights Data security and privacy Disaster recovery/business continuity 20

22 Primary Concerns for Vendor Margin Liability Change Control over provision of services Market reputation Future business Competitive threats 21

23 Description of Services No substitute for careful analysis Base case safety net Dragnet clause Comparison to market standards Process to add or reduce scope due to business change 22

24 Service Levels and Incentives Measure and monitor Create incentives to fix problems Maintain flexibility to adapt to changes Focus on highest business value 23

25 Price Protections New services (new scope with agreed pricing) Benchmarking Most favored customer pricing Market based adjustments Managing disagreements 24

26 Right To In-source or Re-source Avoid exclusivity or preferred provider statements Maintain competitive pressure Practical limitations Vendor cooperation 25

27 Provider Personnel Approval rights for key personnel and subs Retention obligations Replacement rights Identify personnel critical to knowledge transfer Rights to re-hire at end 26

28 Assets and Third Party Agreements Identify in-scope assets Retain or sell? Refresh and currency obligations Ownership of developments Rights on termination Consents Responsibility for 3rd party payments 27

29 Technology and Data Who owns; who uses? Who gets it at the end? Who owns data? Responsibility for security, data transfer and privacy compliance 28

30 Maintaining Flexibility Allow for business growth/shrinkage through the pricing structure Extraordinary events (sale or acquisition, business downturn, etc.) Change control Regulatory compliance 29

31 Termination rights Limited vendor rights Bright line measures Termination for convenience Quasi for cause termination rights Transition services (including for divested businesses) Options to purchase or license assets, assume contracts and hire employees 30

32 Liability Provisions months revenue cap on damages Exceptions for indemnities, breaches of confidentiality, willful refusal to provide termination assistance Standard indemnities compliance with laws, infringement, personal and property damage, employment claims, etc. Insurance requirements 31

33 Special Challenges Control and accountability Audit rights Data ownership, privacy and security Attorney client privilege Change control 32

34 Governance Management process Dispute resolution and continued performance Continuous review and updating Reporting requirements Balance of control Change management Governance team knowledge of agreement 33

35 Keys to Success Create a high-performance team Clearly define scope and service levels Build and use financial models Measure, mitigate and manage risk Control the sourcing/sales process Perform extensive due diligence Focus on long-term success and building an effective working relationship 34

36 Rules for Successful Outsourcing If it is a quantifiable, repeatable & repetitive function, it is a candidate for outsourcing. It is not a zero sum game. Both the vendor and customer need to profit from the relationship. You can not abdicate management responsibility for services or the relationship. Expectations must be clearly and honestly communicated throughout the life of the relationship. The first few months of any new outsourcing relationship will always be hard. 35

37 Questions posed in the session description: Does outsourcing work in the legal industry? Can attorneys accept a technology support model when the IT staff isn t just down the hall and perhaps even thousands of miles away? 36

38 Questions / Comments? 37

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