Scott E. Adamson Partner

Scott E. Adamson is a partner in Morgan Lewis's Business and Finance Practice. Mr. Adamson represents privately held and publicly traded companies in complex corporate transactions, including negotiated buy-side and sell-side transactions, spin-offs, leveraged buyouts, leveraged recapitalizations, and strategic alliance and going private transactions. He also represents clients in financially distressed situations, including distressed M&A transactions, special situation transactions, reorganizations, Section 363 purchases of assets from bankruptcy estates, exchange offers, consent solicitations, and tender offers. Mr. Adamson has led transactions ranging from large transactions involving multinational companies and private equity firms to small transactions involving family and emerging businesses. He has completed cross-border transactions in Japan, Mexico, Ireland, Australia, and the United Kingdom, and he regularly counsels clients across a broad spectrum of industries, including manufacturing, service, and technology. He also represents clients engaged in debt and equity financing involving funds, mezzanine lenders, and banks.

Mr. Adamson focuses his practice on corporate transactions involving employee stock ownership plans (ESOPs) and is a member of the firm's multidisciplinary ESOP team. He regularly assists clients in structuring and implementing transactions using ESOPs to create liquidity on a tax-advantaged basis; to facilitate management buyout of a subsidiary, division, or portfolio company; to engage in a roll-up transaction; or to facilitate private equity investment. His practice includes company, trustee, and shareholder representation in ESOP transactions, as well as counseling companies and trustees regarding fiduciary duties, corporate governance, and securities design and compliance. Mr. Adamson also counsels clients with respect to management incentive plans involved in ESOP transactions, and he advises investors and lenders with respect to ESOP transactions. He also advises ESOP companies in financially distressed situations as well as shareholders and trustees of financially distressed ESOP companies.

Mr. Adamson routinely counsels companies with respect to matters affecting day-to-day business operations, and he frequently lectures throughout the country.

He received his J.D. from the University of Southern California School of Law in 1988, where he was the publication editor for Major Tax Planning and the Computer/Law Journal. He received is B.A. in economics and political science from the University of California, Los Angeles in 1985.

Mr. Adamson is admitted to practice in California and before the U.S. Supreme Court and the U.S. Tax Court.