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Wolverine Tube, Inc. Secures Joint Venture Permitting Ownership of Chinese Manufacturing Facility

Bradley Arant Boult Cummings represented Wolverine Tube in a transaction which involved the transfer of ownership of a 50% ownership interest in an existing Chinese manufacturing facility in a group of structures that included a Singapore corporation and a US limited liability company. In addition to addressing a number of Chinese, Singapore, German, and US tax, corporate governance, changes in ownership structure of Wolverine’s various subsidiaries, and antitrust issues, the transaction required each of the resulting owners to license a broad spectrum of product related intellectual property to the joint-owned Chinese manufacturing company. These licenses included trademarks for products which the Chinese company would manufacture and patents, trade secrets and technical know-how required for the production activities (collectively, the “Technical IP”). Since Wolverine and the other owner compete in other geographic and product areas, the representation included implementing agreements and procedures for limited access to the licensed Technical IP, protection of the Technical IP in the areas of Asia in which the Technical IP would be produced and distributed, coordination of restrictions imposed on the Chinese company with those imposed under third party agreements with the licensor companies, and addressing continuing antitrust concerns.