Scott W. Dolson

Louisville
T 502.568.0203
F 502.581.1087
400 West Market Street
Suite 3200
Louisville, Kentucky 40202-3363

Scott leads the firm's Private Equity Industry Team and works extensively with clients engaged in acquisitions and other capital transactions. He also assists PE firms with their governance issues, equity and bonus compensation arrangements, and coordinates outside general counsel services for portfolio company clients. Scott also advises business owners and investors who are considering selling their companies and represents them during the sale process. In addition, Scott's practice includes tax planning and structuring for closely held businesses, and in particular, partnership tax planning and LLC governance and contract issues.

Experience

Scott has represented founders, investors, management teams, buyers and sellers across a wide range of industries, including health care, real estate, hospitality and gaming. He speaks regularly at conferences and seminars on transaction, governance, fiduciary duty and tax planning and structuring topics, and has authored numerous articles and several books focused on planning ideas for business owners and investors, as well as legal issues of practical application to the business, investment, legal and accounting communities.

His experience is wide-ranging. Scott has:

  • Assisted business owners with their business succession planning, culminating in ESOPs, sales to family members, management or other investors, or to outside financial or strategic buyers.
  • Handled or managed M&A work for financial buyers acquiring targets in a variety of industry areas.
  • Assisted PE firms with development of their internal and portfolio company governance and compensation documents.
  • In connection with handing M&A work for business owners, assisted with structuring and implementing tax favored equity rollovers, including the tax and governance (minority owner) issues.
  • Developed and coordinated both general and specialized due diligence projects for lower-middle and middle market PE firms (e.g., an immigration-focused due diligence investigation of a Southwest US construction general contractor which utilized a network of independent contractors with their own construction teams).
  • Managed the firm's outside general counsel services for PE firms' portfolio companies (with legal needs ranging from managing world-class IP portfolios to negotiating collective bargaining agreements).
  • For a leading skilled nursing and personal services company, developed and implemented a specialized and comprehensive due diligence examination of a target company's independent contractor arrangement.
  • Handled the structuring of numerous real estate development projects involving industrial or commercial properties, including associated partnership tax planning and LLC governance issues, in transactions often involving property owners, developers and investors.
  • Handled tax and business issues associated with the conversion of a closely-held LLC to a public company, including the roll-up of franchisee stores.
  • Handled transactions involving a Heisman Trophy Winner, an NFL Hall of Fame member and Super Bowl champion, a Triple Crown winner, and a PGA player of the year. 
  • Advised numerous clients regarding LLC controlling and minority governance and fiduciary duty issues.
  • Structured and drafted hundreds of closely-held business, investment, family business and wealth and real estate investment and development limited liability companies.
  • Advised clients in connection with their tax planning, including structuring closely-held business and investment arrangements and transaction tax planning.
  • Advised clients in connection with the organization and operation of employer assistance organization public charities and other employer assistance vehicles.

Industry-Specific M&A Experience

  • Healthcare: home health, personal care, nursing homes, drug treatment clinics, pharma (cancer; macular degeneration), and hearing aid manufacturer and retailer.
  • Manufacturing: environmental cyclones, after-market automobile parts, chemical storage tank, specialty glass, and metal fabricating.
  • Entertainment and hospitality: numerous fast-food and casual dining restaurant concepts, including Long John Silvers and Texas Roadhouse, hotels, minor league baseball team, racetrack and gaming operations, and sports and entertainment agencies.
  • IP/software: blue tooth company, printing, direct mail, developer of optical cables and engines, various software developers and licensing companies, and e-commerce B2B and B2R businesses.
  • Insurance: title insurance, surety bond, bail bond and general lines agencies and surety bond underwriters.
  • Retail: convenience stores, specialty pet products, equine, personalized apparel, auto dealerships, funeral homes and printing houses.
  • Advertising: general advertising agency and auto industry direct marketing.
  • Construction and real estate: general contractors, asphalt plants, replacement windows, ready-mix concrete, numerous industrial and commercial property projects, rock quarries, underground and surface coal mining and oil and gas.
  • Waste: waste collection, landfills, metal recycling and hazardous waste incinerators.
  • Professional: lawyers, accountants and physicians.

Highlights & Recognitions

  • Chambers USA, Corporate/M&A, 2005, 2008-2017
  • Selected for inclusion in Kentucky Super Lawyers®, Tax, 2007-2016
  • The Best Lawyers in America®, Corporate Law, Mergers & Acquisitions Law, Tax Law, 2006-2019
  • Peer Review Rated, Martindale-Hubbell®

Memberships & Affiliations

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

Press Releases

Non-FBT Publications and Events

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

Other Contact Info

Assistant

Jonna Case
Email
T 502.779.8519
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