In today's world, data and the equipment and/or software in which that data are held or used are often a business's largest assets. Frequently, that data and software is held in third-party servers at a location hundreds of miles from a client's headquarters. Ensuring that such data is adequately protected is a priority for Billee in each transaction. Additionally, the purchase and sale of such data, software, and equipment is a major component of most mergers and acquisitions. For example, transitioning a company's enterprise resource system and the data contained therein is often the most crucial aspect of any acquisition, for without that system and data, the plant or business cannot operate. Billee is often called upon to consult with both purchasing entities and selling entities about the purchase/sale and transition of data, software, and IT equipment in a variety of merger and acquisition transactions. Having adequate IT representation early in the purchase/sale process is crucial to the success of any such transition. Billee has assisted numerous clients with these transactions and stands ready and willing to assist you with yours.
Building Up from the Ground to the Cloud
In early 2012, Billee Elliott McAuliffe was asked to consult with a new client of the Firm. The client, a newly formed publicly traded company, had been recently spun off from another publicly traded company and had no real information technology infrastructure of which to speak. As it was not burdened by legacy environments or infrastructure, the client could forge a new and innovative IT path forward for itself and its businesses. Over the next two and half years, Billee worked with the client's IT team and negotiated 200+ agreements resulting in a multibillion-dollar company being operated almost entirely "in the cloud."
Buying Part of the Data
Buying a division or portion of an existing company has many difficulties. One such difficulty arises when the purchased data, software, and IT infrastructure is co-mingled with the remainder of the company's businesses and some or all of that data, software, and infrastructure is hosted and/or managed by a third party service provider. In a recent transaction, Billee Elliott McAuliffe had to negotiate with not only the seller but also its third party service provider to ensure adequate transition of and protections for the data of the business being purchased. The seller's third party service provider originally was reluctant to assist in the transition because of fears of being caught in the middle of a fight between the parties, one of which was not its client. Understanding the service provider's issues, Billee suggested, and the parties negotiated, a three-party agreement whereby each party's concerns could be addressed and a concerted plan enacted. In the end, the third party service provider was a great asset to both companies. It extracted only the data that was purchased without compromising the remainder, and the buyer decided to use the third party service provider for data hosting on a go-forward basis. A win-win for everyone.
