Scott W. Dolson
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.
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
- A Roadmap for Obtaining (and not Losing) the Benefits of Section 1202 Stock
- Revisiting the Choice of Entity Decision for the Closely Held Business
- Equity Rollovers in M&A Transactions
- Planning Ideas for Avoiding IRC § 1061's Three-Year Holding Period Requirement
- What Service Businesses Qualify for IRC §§ 199A's or 1202's Benefits?
- How New IRC § 1061 Impacts Carried Interests
- Maximizing the IRC § 199A Deduction
- The 21% Corporate Tax Rate Breathes New Life Into IRC § 1202
- Navigating the New IRS Partnership (LLC) Audit Rules
- Rollover Equity Transactions
- 2015 Amendments and Additions to Kentucky's Business Entity Laws
- Fiscal Cliff Deal Eliminates Taxes on Certain Sales of "Qualified Small Business Stock"
- Time is Running Out to Plan for 2013 Tax Rate Changes
- 163 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2019
- Frost Brown Todd Attorneys Recognized in 2018 Chambers USA®
- 161 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2018
- Frost Brown Todd Attorneys Recognized in 2017 Chambers USA®
- 168 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2017
- Frost Brown Todd Attorneys Recognized in 2016 Chambers USA®
- 51 Frost Brown Todd Attorneys Recognized by Kentucky Super Lawyers® and 18 Recognized by Kentucky Rising Stars® for 2016
- 175 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2016
- 65 Frost Brown Todd Attorneys Recognized in 2015 Chambers USA®
- 50 Frost Brown Todd Attorneys Recognized by Kentucky Super Lawyers® and 20 Recognized by Kentucky Rising Stars® for 2015
- 175 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2015
- 63 Frost Brown Todd Attorneys Recognized in 2014 Chambers USA®
- 52 Frost Brown Todd Attorneys Recognized by Kentucky Super Lawyers® and 21 Recognized by Kentucky Rising Stars® for 2014
- 172 Frost Brown Todd Attorneys Recognized in 2014 Best Lawyers®
- 67 Frost Brown Todd Attorneys Recognized in 2013 Chambers USA®
- 31 Frost Brown Todd Attorneys Recognized as Top Lawyers in Louisville Magazine
- 167 Frost Brown Todd Attorneys Recognized in 2013 Best Lawyers®
- 42 Frost Brown Todd Attorneys Recognized by Kentucky Super Lawyers® for 2012
- 40 Frost Brown Todd Attorneys Recognized as Top Lawyers in Louisville Magazine
- Frost Brown Todd Attorneys Contribute to Book on Limited Liability Companies
- 150 Frost Brown Todd Attorneys Recognized in Best Lawyers® 2012 Edition
- 31 Frost Brown Todd Attorneys Recognized by Kentucky Super Lawyers® for 2011
- 57 Frost Brown Todd Attorneys Recognized in 2011 Chambers USA®
- 145 Frost Brown Todd Attorneys Recognized in Best Lawyers® 2011 Edition
- 32 Frost Brown Todd Attorneys Recognized by Kentucky Super Lawyers® for 2010
- 54 Frost Brown Todd Attorneys Recognized in 2010 Chambers USA
Non-FBT Publications and Events
Author: "Dolson’s Limited Liability Company Forms," University of Kentucky College of Law/Office of Continuing Legal Education Books
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