Mergers and Acquisitions

Pass-Through Entity Tax Planning

Corporate/Business

• Kentucky, 1982

• University of Virginia School of Law, J.D., 1982
• Harvard University, B.A., 1979, with honors

Scott provides a wide variety of corporate, tax and mergers and acquisitions services, including business and tax planning for limited liability companies, partnerships and corporations, structuring the formation of closely held businesses and family limited partnership/LLCs, structuring syndicated private offerings in technology, real estate, oil and gas, restaurant and other business areas, tax planning for taxable and tax-free business transactions, handling disputes with the Internal Revenue Service and the Kentucky Revenue Cabinet, and providing general counsel to business organizations and their owners.

Experience

Scott represents closely held businesses engaged in a variety of business activities, including real estate, technology, restaurants, physician and other professional practices, asphalt production and paving, oil and gas exploration, home health care, and laboratory testing. He also works regularly with individuals and closely-held businesses in the areas of family wealth transfer planning and business succession planning. He also speaks regularly at seminars on business and tax issues. His experience is wide-ranging. He has:

Structured family wealth transfer arrangements using limited liability companies and trusts to reduce gift and estate taxes, protect family assets and implement succession planning for family businesses and investment assets.

Assisted in the structuring of ownership arrangements using limited liability companies and S corporations for numerous local and regional businesses

Assisted in the negotiation of the buy-out of business owners from various business entities, including limited liability companies and corporation

Structured and negotiated ownership arrangements among entrepreneurs and investors using Delaware and Nevada limited liability companies and corporations

Structured ownership arrangements between real estate entrepreneur and investors in connection with various commercial and industrial real estate projects

Represented out-of-state interests in connection with the acquisition of majority interest in a Kentucky racetrack

Structured ownership arrangements and drafted and negotiated operating and development agreements for several Kentucky based real estate developers in the commercial and industrial sectors

Represented Louisville-based company in connection with structuring restaurant/hotel ventures in several states

Represented Kentucky companies in connection with sales and purchases of rock quarries

Represented company in connection with the acquisition of a credit card processing business

Represented local company in connection with restructuring equity financing arrangement by taking out one private equity owner and bringing in another private equity investor

Represented local private company in connection with the acquisition of a South American leather distributor

Represented local private company in connection with an acquisition of a South American sports and entertainment company

Represented local private company in connection with acquisition of US-based sports marketing firm

Represented local private company in connection with sale of insurance agency to public company.

Represented local public company in connection with multiple acquisition of home health agencies in several states.

Represented local public company in connection with franchisee acquisitions, tax and business planning in connection with a pre-IPO roll-up of stores and IPO related tax planning

Represented taxpayers in important Tax Court case involving basis in S corporation loans

Represented taxpayers before the Kentucky Revenue Cabinet in numerous sales tax cases

Involved in structuring numerous business and real estate transactions to minimize Metro occupational tax burden

Structured and documented and undertook tax planning associated with a tenant-in-common real estate offering of a commercial office building

Advised clients regarding the use of Delaware asset protection trusts for business and tax planning

• Chambers USA® America’s Leading Lawyers for Business 2005, 2008, 2009, 2010, 2011
  
• Selected for inclusion in Kentucky Super Lawyers® 2008-2011
• The Best Lawyers in America® 2006-2012
• Peer Review Rated, Martindale-Hubbell®

• Louisville Free Public Library Foundation, Legal Counsel
• Andy's Outreach Fund Inc., Board Member
• Champ Cares Charitable Fund, Inc., Board Member

Upcoming

Author: "Dolson’s Limited Liability Company Forms," University of Kentucky College of Law/Office of Continuing Legal Education Books

Managing Editor: "Limited Liability Companies in Kentucky," University of Kentucky Office of Continuing Legal Education, December 2011

Author: "Contractual Dissenters' Rights for Kentucky LLCs"  Kentucky Bar Association, Bench & Bar Magazine, January 2011

Author: "Fiduciary Duty Standards of Conduct for Kentucky LLCs" Kentucky Bar Association, Bench & Bar Magazine, January 2011

Co-Author & Managing Editor: "Kentucky Limited Liability Companies, Business Succession, Planning and Kentucky Corporations Handbook,"
University of Kentucky College of Law/Office of Continuing Legal Education Books

Author: "Professional Services Corporations,"
University of Kentucky College of Law/Office of Continuing Legal Education Books

Assisted in drafting the Kentucky Business Corporation Act, the Kentucky Limited Liability Company Act, and the Kentucky Registered Limited Liability Partnership Provisions