David Ryan

David’s experience includes representing*:

Digital Infrastructure

• Stonepeak on its US$200 million investment in TeleGuam Holdings, LLC, Guam’s leading digital infrastructure provider of data center, broadband, wireless, and subsea cable landing services.
• A confidential sovereign wealth-backed client regarding all aspects of supply chain contracting for development of a greenfield hyperscale 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.
• I Squared Capital on acquisitions and investments involving digital infrastructure assets, particularly regarding valuation, structuring, intellectual property rights, separation, and regulatory aspects.
• A global alternative asset manager regarding its joint venture with a strategic to develop a hyperscale greenfield data center in the U.S.
• 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.
• Brookfield Asset Management, BGH Capital, and Bain Capital on investments and acquisitions involving digital infrastructure assets, particularly regarding separation, transitional, IPR and technology issues.
• Ooredoo and Protelindo on investments in mobile towers, particularly in relation to financing, commercials and operational contractual documentation.
• 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.

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 confidential semiconductor client on its acquisition of certain Southeast Asia-based assets of a Japanese semiconductor business, particularly regarding IPR transfer, transitional and separation arrangements.
• Allianz regarding its acquisition of an Australian 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. 
• National Australia Bank on its US$900 million acquisition of Citi’s Australian consumer business, including regarding technology due diligence and transfer issues, various data, competition, and prudential regulatory issues, and arrangements to effect transition support, separation, and data migration, IPR transfer, and licensing.
• An MNC on 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.

Technology and Outsourcing Transactions

• A global real-infrastructure company on the digitalization and automation of several of its tollway assets including regarding multi-vendor sourcing strategy, transition risk management, and parallel vendor negotiations.
• 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.
• 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.
• Shell on the acquisition, development, and support of a global retail system from product origin to point-of-sale, including development of the supply agreement (covering licensing, software development, support, integration, and implementation), parallel negotiations with multiple vendors, and advising on strategy in relation to data transfer and IPR ownership.
• AWS on hyperscale customer arrangements, particularly regarding deployment of hyperscale offerings to new markets in Southeast Asia and associated regulatory and structuring issues. 
• 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.
• 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.
• 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.
• 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.
• Astellas on a global infrastructure and application development outsourcing program covering geographies including Japan, Europe, and the U.S.
• National Australia Bank on the establishment of business process outsourcing arrangements for payroll processing, including advising on sourcing strategy, developing and negotiating agreements (particularly pricing model, performance regime and relationship governance framework), solutioning scope, and advising on data protection 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.

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