Pillsbury Global Sourcing & Technology Transactions partner John Barton has advised high-profile clients worldwide on precedent-setting, multibillion-dollar IT and BPO outsourcing deals.

John counsels global industry leaders on complex commercial and legal issues that arise in sourcing and technology transactions. He negotiates major transactions involving SaaS, BPaaS and cloud-based contracts; IT and business process outsourcing; enterprise software licenses; managed network services; and facilities management outsourcing. John also advises banks, merchants, payment processors and card networks on a wide range of payments industry issues and transactions.

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These representations include card processing and production transactions; corporate card programs; merchant acquiring and referral arrangements; BIN/ICA sponsorship; data use rights and products; and PCI and regulatory compliance.

John has negotiated large transactions for clients such as:

  • American Express
  • Zions Bancorporation
  • Dun&Bradstreet
  • Largest health insurer
  • Health Net
  • Numerous Blue Cross Blue Shield entities
  • EmblemHealth
  • IMS Health
  • Nielsen
  • Goldman Sachs
  • Honeywell
  • Cofco Agri
  • PepsiCo

Representative Experience

  • Advised EmblemHealth and HealthNet on the first two multibillion-dollar business-process-as-a-service (BPaaS) transactions with Cognizant following its acquisition of Trizetto’s FACETs platform.
  • Assisted Zions Bancorporation in renegotiating strategic payment card processing and production transactions with First Data Corporation in support of their card-issuing businesses.
  • Advising a large investment bank on a global facilities management outsourcing transaction involving $150 million in annual spend across the Americas, Europe, Middle East, Africa and Asia Pacific.

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Health Care Industry Transactions:

A significant part of John’s practice in recent years has involved advising health insurance companies in outsourcing IT and BPO functions to companies such as Cognizant, Wipro, Optum, IBM, Dell Services (now NTT Data), Teleperformance, Infosys and others. These transactions include:

  • Business-process-as-a-service (BPaaS) transactions that transfer end-to-end responsibility (infrastructure, software platforms and operations) for claims and other back-office processing functions. These BPaaS transactions often involve asset sales, employee transfers, complex performance management structures, gain-sharing arrangements, and a per-member per-month pricing structure that aligns customer servicing costs with revenue.
  • Business process outsourcing deals covering claims processing, contact center, membership services, provider operations, grievances and appeals and medical management.
  • IT outsourcing deals involving IT infrastructure and software maintenance and development.
  • Engagement of service providers to improve Medicare advantage business, reduce overpayment (payment integrity services), and provide pharmacy benefits.

Payments Industry Transactions:   

Another aspect of John’s practice involves advising clients on the following types of technology transactions in the payments industry:    

  • Negotiating (or renegotiating) payment processing and related technology transactions for financial institutions that issue credit, debit, prepaid or other payment products. These issuer-side transactions are generally with service providers like First Data, TSYS and FIS and include core card processing and card and statement production services as well as mobile functionality, rewards platforms, fraud management and other ancillary functions.  
  • Advising banks and other institutions with merchant relationships in structuring merchant acquisition and processing arrangements for their merchants with First Data, TSYS and other merchant acquirer/processors. These deals involve complex issues relating to revenue sharing, rights in data, “ownership” of merchants, regulatory compliance and merchant conversions.  
  • Negotiating corporate card arrangements, merchant acquiring contracts that enable merchants to accept credit cards, payment gateway agreements and tokenization/encryption deals, as well as counseling clients on PCI-DSCA and payment network rule compliance.  
  • Advising leading payment card networks in a variety of merchant-side transactions involving outsourcing of merchant acquisition and servicing, payment gateways, fraud management solutions, marketing and reseller arrangements. In this capacity, he has negotiated with all major payment processors in the United States and Canada and assisted in drafting various network rules and regulations over the years.

Facilities Management Transactions: John has also advised numerous companies in outsourcing facilities management and other corporate real estate functions. These outsourcing relationships each resulted in some combination of operating cost reductions, improved performance metrics, implementation and standardization of technology platforms, and improved governance frameworks. Clients in this area have included a large health insurer, Honeywell, Goldman Sachs, University of Kansas, American Express, IMS Health, Nielsen, Royal Bank of Canada, Principal Financial and Inova Hospital System.

SaaS, Licensing and other Technology Transactions:

  • Advises clients on their licensing, cloud computing and SaaS transactions with Microsoft, Amazon Web Services, Oracle, salesforce.com, Workday, FundTech and similar providers. Because Pillsbury Global Sourcing negotiates hundreds of these types of transactions each year, Mr. Barton and other members of the group are often able to provide very targeted guidance about what client can and should reasonably expect to negotiate with the large technology providers.  
  • Assists large and small technology providers develop form SaaS, licensing and other policies and contracts to be used with resellers and end users.
  • Assisted global commodities company in building out a new offshore technology center with the option to transfer the center in-house after it is established.

ITO and BPO Transactions: 

  • Assisted a global diversified manufacturing company in developing and evaluating a multisourcing IT strategy. John’s role included advising the client in connection with disputes, scope changes, and contract management issues with its existing supplier; analyzing pricing and identifying cost savings opportunities; and creating a go-to-market strategy to identify new suppliers with capabilities to implement ITIL-based processes and procedures for the client.
  • Assisted a large equipment manufacturer in defining requirements and developing an RFP to outsource its order management processes and in evaluating service provider capabilities and proposals.
  • Advised a telecommunications equipment manufacturer and service provider in outsourcing applications maintenance and development services. In response to the client’s desire to accelerate the process, John structured an RFP process designed to complete the transaction in 13 weeks, which included leveraging Pillsbury processes and methods to collect data and prepare a detailed RFP two weeks after being engaged.
  • Negotiated an HR outsourcing deal for a global diversified manufacturing company. John managed all aspects of the negotiations, advised the client on pricing and other commercial terms, and assisted in structuring a transaction that minimized the client’s upfront investment and resulted in substantial savings and performance improvement.
  • Assisted a leading provider of finance information in outsourcing finance and accounting (F&A) services, data entry and management functions, and inbound and outbound call center services in North America and Europe. John assisted the client in developing an RFP process to accommodate a diverse set of services, evaluating proposals from Accenture, Deloitte, IBM and Computer Sciences Corporation, leading competitive pricing and service level negotiations with two potential suppliers, and drafting and negotiating final contract documents.

Professional Highlights

  • Recognized by Chambers USA in Technology: Outsourcing (2017–2020) and The Legal 500 U.S. in Outsourcing (2012–2013).
  • Member of Pillsbury’s Cloud Computing and BPaaS focus groups; editor of and contributor to Pillsbury’s SourcingSpeak blog.
  • Co-Author, “From a Sea of Data to Actionable Insights: Big Data and What it Means for Lawyers,” published in the March 2014 issue of Intellectual Property & Technology Law Journal.

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Associations

  • American Bar Association
  • District of Columbia Bar Association

Education

  • J.D., University of Virginia School of Law, 1999
    Law Review

    B.A., The University of Texas at Austin, 1995
    Phi Beta Kappa

Admissions

  • District of Columbia

    California

    Texas

Languages

  • Spanish