Whether a transaction is a joint venture, divestiture, strategic alliance, marketing collaboration or some other arrangement, we provide guidance on confidentiality and trade secret matters, and evaluate the abilities of intellectual property portfolios to shelter investments in products and markets. Our lawyers handle the regulatory and antitrust implications as well as the patent or trademark application issues. That means protecting clients' intellectual property rights in development, research, confidentiality and trade secret agreements.
We insure that all patents, trademarks, copyrights and publicity rights are fully secured before structuring the deal. We prepare the appropriate agreements, fully documenting all the terms of complex ownership and royalty issues and handling all the details of domestic and foreign distribution. That includes agreements covering all aspects of product distribution, including arrangements with distributors, sales representatives, value-added resellers (VARs) and franchisees.
Few firms come close to Mayer Brown's global experience at representing our clients as both sellers and purchasers of commercial licensing rights in patents, manufacturing designs, trademarks, digital content, technical know-how and trade secrets. Our goal in all such transactions is to work with our clients to ensure that the license meets the client's intellectual asset management strategy.
Because licensing agreements are often transnational, the tax treatment of royalties, dividends and interest generated by the arrangement receives our particular attention. Working in concert with our nationally ranked tax practice, we recommend optimum strategies involving corporate structure and operation and their effect on investment.
Our representative experience includes:
- A consumer and foodservice/food packaging company's sale of its packaging businesses for $530 million, involving 24 companies in 14 countries
- A specialty chemical manufacturer’s $1.8 billion combination with another chemical company to create the third-largest publicly traded US specialty chemicals company
- A global food manufacturer’s $2.6 billion purchase of all of the assets of a frozen food manufacturer, including well known food products
- A bakery’s $1.77 billion acquisition of a food manufacturer, including numerous well-known brands
- A private investment firm’s EUR 660 million sale of the champagne, wine and sparkling wine businesses
- A manufacturer of consumer electronics in the negotiation of re-seller agreements with a global electronics company, pursuant to which our client will have the right to sell DVD players employing patented technology owned by three electronics companies. After execution of these agreements, our client became the first consumer electronics company to enter into these innovative re-seller agreements for the importation and sale of DVD players from Chinese manufacturing plants.
- A global chemical company in its $11.67 billion stock-for-stock merger with a chemical manufacturer
- A surfacing materials manufacturer in its $427 million corporate restructuring
- A specialty pharmaceutical company in its $23 million acquisition of a medical device firm