Helms Family Blog: October 2011

I have always wanted to write a book. Several years ago I undertook a process to write a legal treatise on outsourcing. After 2 years of hard work, my legal treatise on outsourcing law was released on Friday. The book is titled "Outsourcing: Law and Business" and is published by Law Journal Press, the treatise publishing arm of American Lawyer Media. ALM is one of the largest and most respected legal publishers in the world. ALM publications and media outlets in the legal services industry include The American Lawyer Magazine, The National Law Journal, Legal Times, law.com and The New York Law Journal. These brands will provide marketing channels for the treatise. This is not your typical “Barnes and Noble” book but is a comprehensive legal treatise that is over 800 pages and will be updated at least one time per year. Jason Krieser and I are the primary authors of the treatise.

In an attempt to meet demand and educate the corporate community on outsourcing transactions, there have been many books written on the subject. Some of these books, like The World Is Flat: A Brief History of the Twenty-First Century, were written by social commentators, to inform a general readership about social, political and economic impacts of outsourcing. Other books (written by consultants) discuss various business aspects of outsourcing transactions and governance. There have also been books written by lawyers covering the legal aspects of outsourcing transactions and agreements. In addition to these books, there are literally hundreds of articles written every year discussing various aspects of outsourcing transactions. Despite all of this information, no single resource has emerged as an authoritative and comprehensive source on outsourcing. One of the primary goals of this treatise is to become that source – a single comprehensive text on outsourcing transactions.

The treatise is written for both lawyers and business people. It offers in-depth treatment of documentation and legal issues as well as practical guidance on all the material “business” issues — fee structures, service levels and governance models — to help lawyers and outsourcing professionals implement transactions effectively. Click here to see the table of contents. Much of the book’s analysis is oriented toward the needs of outsourcing customers, but it also incorporates the perspective of outsourcing service providers.

While the bulk of this treatise is a survey and detailed review of the legal and business issues in outsourcing, Chapter 15 is special. In this chapter we discuss and advocate a new approach to performing outsourcing transactions that we call the “Modern Approach.” This chapter is the only innovative portion of the treatise. While all other chapters attempt to identify, crystallize and analyze the issues and challenges one encounters when entering into an outsourcing transaction, Chapter 15 recommends a new approach to performing these transactions given the changing outsourcing market. The issues addressed in this chapter drive our view and recommendations in rest of the treatise. Most form outsourcing contracts and the processes to negotiate those agreements were built over 25 years ago. Many of the historical form outsourcing contracts are unreasonably long, having many “bells and whistles” that are not necessary or helpful. For years the outsourcing industry has talked about streamlining the outsourcing engagement lifecycle – including the outsourcing agreements and the contracting process. However, little has actually been done. Now more than ever the outsourcing market needs a new approach to reduce transaction cost. Jason and I have developed some ideas regarding the contract process as well as an even-handed, much shorter form of agreement that has great appeal to service providers and customers. A shorter lifecycle gets deals done quicker and allows clients to start enjoying the savings and other benefits of the outsourcing sooner. This approach is detailed in Chapter 15 of the treatise.

Producing a legal treatise takes an extraordinary amount of time and effort. Jason and I want to thank several individuals who were instrumental in the process. First, four individuals were chapter authors, taking responsibility for an entire subject matter area – Mauricio Paez (Chapter 3 - Services), Pat Toher (Chapter 3 - Services and Chapter 9 - Intellectual Property), Alfred Cheng (Chapter 10 - Privacy and Data Security) and Heather Bethancourt (Chapter 6 - Personnel and Human Resource Matters). We are very grateful for their extraordinary efforts and commitment to this project. In addition, we had considerable support from Wade Glover who contributed on a number of different chapters and did some heavy research and writing early in the process. There were also numerous other Jones Day lawyers and staff who graciously contributed by researching, writing and reviewing different portions of the treatise. These individuals include Sandra Dielman, Laura Jane Durfee, Alexandra Hanson, Stephen Harris, Isaac Hass, Kevin Lyles, Michelle Morgan, Anand Pathak, Elizabeth Robertson, Jonathon Spiller and others. In addition, several others contributed important ideas to this work including Frank Casale (Founder & CEO of the Outsourcing Institute) Carlos Hernandez (consultant at Gartner) and Joe Frampus (consultant at Sourcing Board). None of these individuals have their name on the spine – but were invested in the project as if it was their book. We understand that the time spent by these individuals working on this project was time that could have been spent with family, friend or on other important priorities. We thankful that they chose to invest their valuable time, effort, attention to detail, expertise and thought leadership to this treatise. We also want to thank the leadership of Jones Day for allowing us to write this book. Finally, we want to thank Patricia Rainsford, of Law Journal Press, for her attention to detail and editorial support.

Outsourcing: Law and Business (Print and Online) can be ordered at www.outsourcingtreatise.com