Contract Advice and Counseling

 

Anderson PLC works with small, medium, and large businesses to structure, draft, negotiate, and implement strategic and other domestic and cross-border commercial and outsourcing contracts.  The firm has particularly extensive expertise in representing investment advisers, private funds, registered funds, broker-dealers, commodity pool operators, commodity trading advisors, and institutional investors with respect to these types of contracts.

Anderson PLC brings to each proposed transaction a unique combination of legal and market expertise, and flexible and competitive pricing.

Anderson PLC works hard to understand each client’s business, and its financial and commercial objectives in entering into each agreement, and the financial, credit, operational, transactional, legal, regulatory, and reputational risks to the client from closing, or failing to close, the transaction.

In all cases, Anderson PLC’s goal is to work seamlessly with the client’s internal and external team of employees and advisors to close the transaction and deliver long-term value to the client.

 

Services

Anderson PLC represents clients in relation to:

  • Commercial contracts
  • Outsourcing contracts
  • Financial services contracts

 

Commercial Contracts

Anderson PLC represents clients in drafting, negotiating, and closing a full-range of domestic and cross-border strategic and other commercial contracts.  The firm’s representation includes consideration of proposed contract counter-parties; assistance with post-closing contract interpretation, service-migration, or other issues; and assessment of and advice regarding the client’s internal contract review, approval, and governance policies and procedures, and procedures for monitoring and managing post-closing adherence to contract terms.

 

The firm’s experience includes the following:

  • Confidentiality and non-disclosure agreements
  • Consulting agreements
  • Product development and work-for-hire agreements
  • Strategic alliances, joint marketing agreements, co-promotion / co-marketing agreements, and co-branding agreements
  • Credit agreements and letters of credit
  • Professional services agreements
  • National and regional advertising / marketing service agreements
  • Procurement contracts
  • Supply and fulfillment contracts
  • General sale and purchase terms
  • Solicitation, commission, and other sales and referral agreements
  • Equipment leasing agreements

 

Outsourcing Contracts

Anderson PLC represents clients throughout the life-cycle of business process and information technology outsourcing transactions.  The firm’s objective in each outsourcing transaction is to help the client achieve its strategic financial and performance goals (for example, cost savings, improved service quality, resource re-allocation to core competencies, etc.).

Anderson PLC provides the following services in relation to outsourcing transactions:

  • Assisting in identifying a comprehensive list of the client’s business objectives and requirements
  • Identifying, evaluating, and assessing the client’s compliance obligations under applicable laws and regulations
  • Assisting in determining the likely impact of the transaction on existing or proposed sub-contracting relationships
  • Designing and developing appropriate and practical diligence / review processes applicable to proposed contract counter-parties and service-providers
  • Developing and drafting requests-for-proposals (“RFPs”)
  • Drafting confidentiality, non-disclosure, and consulting agreements
  • Evaluating outsourcing proposals
  • Drafting term sheets
  • Drafting, reviewing, analyzing, and negotiating definitive outsourcing agreements, including pricing schedules; practical, realistic, measurable service level / service credit methodologies; and termination / exit rights and duties, limitations of liabilities, indemnities, pricing protection covenants and price modification procedures, dispute resolution processes, and other provisions
  • Advising on post-closing transition, service-migration, and contract interpretation questions
  • Coordinating the use of local counsel in jurisdictions outside of the U.S.
  • Advising on real-time, unanticipated issues
  • Assessing and advising on internal contract review, approval, and governance policies and procedures, including to support reporting to boards, senior management, and other governance bodies
  • Evaluating and assessing procedures for monitoring adherence to and auditing contract performance terms
  • Identifying and evaluating contract termination strategies
  • Training relevant staff regarding contract provisions

 

Financial Services Contracts

Anderson PLC represents investment advisers, private funds, registered funds, broker-dealers, commodity pool operators, commodity trading advisors, and institutional investors in drafting, negotiating, and closing a full-range of domestic and cross-border strategic and other commercial and outsourcing contracts, including in the areas referenced below.

The firm’s advice incorporates the fact that, in many cases, the client may be a statutory fiduciary and held to especially rigorous standards of care and prudence.

Anderson PLC advises financial services clients with respect to a wide variety of contracts, including the following:

  • Administration and custody agreements relating to private funds and registered investment funds, including with respect to accounting, valuation, shareholder reporting, transfer agency, compliance, and other services
  • Selling and product distribution agreements
  • Credit and regulatory credit agreements
  • Securities transaction processing and clearing agreements
  • Fully-disclosed clearing agreements
  • Sales, solicitation, and marketing agreements
  • Agreements to outsource various internal administrative functions and units, including those involved in transaction processing and reporting, human resources, employee benefits, and accounting and finance
  • Business continuity, disaster recovery, and co-location agreements
  • Order management system, position management system, and other enterprise software licensing agreements
  • Online trading programs and client and firm account agreements and related documentation

 

The services provided by Anderson PLC in this area include the following:

  • Conducting due diligence and reviews of proposed contract counter-parties
  • Assessing reputational or “headline risk” associated with certain types of proposed transactions or contract counter-parties
  • Identifying and evaluating record-retention requirements
  • Assisting with post-closing contract interpretation, service-migration, or other issues
  • Assessing and advising on the client’s internal contract review, approval, and governance policies and procedures, and processes for monitoring post-closing adherence to contract terms, including in relation to reporting to boards, senior management, and other governance units
  • Applying for and obtaining regulatory approvals
  • Designing and developing practical and effective compliance policies and procedures to satisfy privacy, cybersecurity, Foreign Corrupt Practices Act, anti-money laundering, and other requirements
  • Advising on, and assisting with, the defense of formal and informal regulatory examination and investigatory inquiries relating to outsourcing arrangements, including those initiated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Commodities Futures Trading Commission, and exchanges and other self-regulatory organizations
  • Coordinating the use of local counsel in jurisdictions outside of the U.S.