For more than 40 years, Scott DeWald has helped clients plan and execute strategies, solve problems, and realize opportunities using business law, primarily in corporate and LLC formation, financing and acquisition transactions, and contract negotiations. His clients include public and private companies (startups as well as medium and large businesses), profit and nonprofit corporations, LLCs, partnerships, and government agencies.
Mergers and Acquisitions, Corporate, Finance, Commercial Transactions, and Governance
Scott’s practice is concentrated on mergers and acquisitions, financing and other commercial transactions, raising capital, joint ventures, new business formation, and complex and simple contracts. He has represented buyers and sellers in stock and asset acquisitions and mergers in a variety of industries, including biotechnology, employee leasing, newspapers, banking, university technology licensing, automobile dealerships and auto loan financing, automobile parts and supplies, e-commerce, software development and licensing, computer hardware manufacturing, plastics manufacturing, computer data services and consulting, cable television, commercial spin-offs of university research, health care, financial institutions, contracting, hospitality, and wholesale jewelry equipment. He has represented entrepreneurs in emerging companies and larger established corporate issuers, underwriters, venture capital investors and angel investors in connection with private offerings of debt and equity securities, including debentures and preferred stock financing transactions, spanning startup capital, venture capital, and initial and secondary public offerings.
Scott has advised boards of directors on a range of issues, including board and shareholders meetings, and has represented executives and companies on employment and executive compensation matters, including employment and severance agreements, stock option plans, and incentive bonus programs, including phantom stock plans.
Limited Liability Companies
Scott has experience with and knowledge of limited liability companies that is broad and deep, having helped draft the Arizona Limited Liability Company Act as well as having negotiated operating agreements, buy-sell agreements, redemption agreements, conversions, mergers, pledges of LLC membership interests, and organizational structures involving multi-member and single-member limited liability companies.
Nonprofit Corporations and Government Agencies
Scott also practices extensively in nonprofit corporate transactions, including affiliation agreements among tax-exempt organizations and government organizations. He has represented public universities, state agencies, and tax-exempt corporations in collaboration agreements, tech-transfer agreements, and funding agreements. He has negotiated contracts both on behalf of and opposing sovereign Native American governments.
Lending and Banking
Scott has represented lenders and borrowers in secured lending transactions involving a wide variety of collateral, including real estate, accounts receivable, and vehicles. He has extensive experience in legal opinions related to lending transactions, and is also experienced in banking law, including the formation and regulation of financial institutions, such as banks and finance companies, as well as compliance with securities laws in connection with publicly traded preferred stock of a bank and the sale of the bank to another public company, including executive employment and merger agreements and the preparation of the S-4 registration statement and proxy materials.
Scott represented a local professional sports entity in connection with its offering of securities, purchase of a franchise, and the financing of a municipal-owned sports facility. For two professional sports organizations, he negotiated agreements with municipalities for the management of sports facilities.
Scott is a member of the Mergers and Acquisition Committee of the Business Law Section of the American Bar Association and its Task Force on the Model Asset Purchase Agreement. He serves as the chair of the Legislative Committee of the Business Section of State Bar of Arizona and has been active in drafting and working with state legislators on the passage of over nine Arizona bills governing limited liability companies, corporations and partnerships, including the 2020 Arizona Limited Liability Company Act (a comprehensive revision to the prior LLC statute), the 2016 Arizona Business Entities Competitive Omnibus Act, 2013 legislation amending the Arizona Corporations Code, 2008, 1998, 1997, 1996 and 1994 legislation amending the Arizona Partnership and Limited Liability Company Acts, interstate banking, and 1990 technical and clarifying amendments to the Arizona Antitakeover Statute affecting Arizona public corporations. He was a member of the Editorial Board that drafted the Official Comments to the Arizona Limited Liability Act and has written and lectured extensively on the Act.
