practice areas
honors + affiliations
Member, The ESOP Association, Finance Committee
Member, Sponsorship Committee, Association for Corporate Growth, Los Angeles Chapter
bar admissions
- California
Court Admissions
- U.S. Supreme Court
- U.S. Tax Court
- Los Angeles
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300 South Grand Ave, 22nd Fl.
Los Angeles, CA 90071-3132
Phone: 213.612.7365
Fax: 213.612.2501
- Palo Alto
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2 Palo Alto Square
3000 El Camino Real, Suite 700
Palo Alto, CA 94306-2121
Phone: 650.843.7562
Fax: 650.843.4001
Scott E. Adamson is a partner in Morgan Lewis's Business and Finance Practice. Mr. Adamson represents public and private strategic and financial buyers and sellers, and family offices and business owners in critical corporate transactions. With more than two decades of experience, Mr. Adamson has represented clients in a broad range of complex corporate transactions. He routinely represents clients in mergers and acquisitions transactions on the buy-side and sell-side, including in leveraged buyout, carve out, Section 363 asset sale, and going private transactions. He has led transactions ranging in size from large transactions involving multinational public companies and equity sponsors to small transactions involving family-owned and emerging businesses. Mr. Adamson also has completed cross-border transactions in Japan, Mexico, Ireland, Australia, and the United Kingdom, and advises clients across a wide spectrum of industries including manufacturing, service, technology, healthcare, and construction.
Mr. Adamson executes complex transaction structures, including stock sales, asset sales, statutory mergers and tender offers, and transactions structured as tax-free reorganizations, spin-offs, and contributions. He advises clients regarding the unique aspects of S-corporations engaged in transactions, and represents clients involved in distressed and special situation transactions. Mr. Adamson also regularly represents buyers and sellers of companies bought and sold through an auction process. He routinely advises clients seeking liquidity with respect to alternative liquidity strategies including sale, leveraged recapitalization, private placement, and ESOP transactions, as described below. He also represents private companies with large numbers of shareholders with respect to special corporate governance and securities issues affecting these companies. In addition, Mr. Adamson counsels clients engaged in debt and equity financing involving funds, mezzanine lenders, and banks, including equity financing provided on a minority basis.
Mr. Adamson is also a member of the firm's multi-disciplinary ESOP team, and has structured, implemented and executed many of the largest and most complex corporate transactions involving ESOPs, including the largest such transaction in the nation in 2010. He represents clients in transactions utilizing 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 permit private equity investment on a tax-advantaged basis. Mr. Adamson also represents ESOP-owned companies and trustees in sale transactions to third parties such as equity sponsors and strategic buyers, and has led some of the largest sale transactions undertaken involving ESOP-owned companies.
Mr. Adamson 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 the Major Tax Planning and the Computer/Law Journal. He received his 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.
Selected Representations
Note: This list includes engagements completed prior to joining Morgan Lewis.
Represented a private-equity backed manufacturer of components for utility equipment in its $180 million sale to an NYSE company.
Represented an advanced military training solutions company in an auction and subsequent sale to a New York based private equity firm for approximately $335 million.
Represented a dental practice management company in its auction and subsequent $330 million recapitalization and minority sale to a Chicago-based private equity firm.
Represented an international uniform rental company in its bid to acquire a California-based multistate laundry service for more than $210 million.
Represented a student loan company in its sale to a private equity firm for approximately $189 million.
Represented a national dental practice management company in its acquisition of a dental practice located in Dallas/Ft. Worth.
Represented a start-up engaged the development, manufacture, and distribution of wind turbine and ventilation products in a Series A Preferred Stock offering.
Represented a California-based contractor license and permit bond underwriter in its sale to a publicly traded Texas holding company.
Represented a national dental practice management company in its acquisition of a Texas-based dental practice.
Represented a private equity firm in a bid to finance and acquire a staffing business.
Represented a furniture manufacturer in a leveraged recapitalization financed by a sale and leaseback of company-owned real estate, senior debt, and subordinated notes.
Represented a European provider of mobile asset-management technology in a joint venture with a leading Japanese mobile communications company.
Represented a leading dental practice management company in the refinance of mezzanine debt funded by a leading private-equity-backed mezzanine fund.
Represented a Japanese pharmaceutical company in a cross-border tender offer to acquire an Irish medical device manufacturer with a wholly owned California subsidiary.
Represented a printer cartridge remanufacturer in the spin-off of its real estate and sale to a key customer.
Represented an international uniform rental company in the strategic acquisition of a multistate laundry service in the Pacific Northwest.
Represented a privately held building materials company in its acquisition of a regional building materials company.
Represented the owners of a captive insurance company in the redomestication of the company and its subsequent sale.
Represented a publicly traded French multinational company in the strategic acquisition of a flexible plastic packing company located in Mexico.
Represented a leading manufacturer of contact lenses in a joint venture with a German firm engaged in research and development of refractive surgery technologies.
Represented a publicly traded French multinational company in its acquisition of a manufacturer of medical packaging.
Represented a publicly traded water company in the strategic acquisition of a wastewater and water systems construction, operations, and maintenance company.
Represented a publicly traded water company in the acquisition of a company engaged in the business of selling, installing, and servicing utility meters.
Represented a Fortune 500 NYSE energy company in a going-private transaction involving a second NYSE company engaged in industrial materials manufacturing.
Represented a start-up engaged in the distribution and marketing of credit cards to the sub-prime market in connection with a credit facility with warrants.
Represented a radiology group in the sale of its outpatient radiology diagnostic services company to a national hospital operator.
Represented a publicly traded French multinational company in the acquisition of an aluminum manufacturing company.
Represented a Fortune 500 company in the acquisition of a Southern California-based machine tool re-manufacturing company.
Represented a Fortune 500 company in an asset exchange of its metal finishing, screen inks, and electro-dialysis businesses for a semiconductor materials business.
Represented a manufacturer of components for name-brand earth-moving equipment in the acquisition of a manufacturing division from a NYSE company.
Represented a manufacturer of drilling equipment in the sale of assets in the United States, Australia, and Canada to a St. Louis-based privately owned operating company.
Represented a privately owned operating company in the sale of a portfolio company engaged in the manufacture of corrugated tubular metal products and hose.
Represented the owners of outpatient dialysis facilities in the sale of assets to a publicly traded German multinational pharmaceutical company.
Represented the shareholders of a distributor of medical equipment in the sale to a national medical supply company.
Represented a privately owned operating company in the sale of a portfolio company engaged in the international manufacture of tube- and pipe-bending equipment.
Represented a privately owned operating company in the acquisition from a Fortune 500 company of an international manufacturer of percussive mining drill products.
Represented a mattress and bedding-related products manufacturer in connection with the sale of its stock.
Represented a cold storage company in a tax-deferred stock-for-stock exchange with a public London-based multinational company.
Represented a privately owned operating company in the acquisition of an aircraft parts division of a Canada-based multinational company.
Represented a nationally known specialty finance company in the sale of stock to an existing ESOP for more than $500 million.
Represented the trustee of an ESOP in the acquisition of a private equity backed New York based legal outsourcing business
Represented the trustee of an ESOP in an asset sale of Washington based defense consulting firm to a strategic buyer.
Represented the trustee of an ESOP in its acquisition of a minority interest of a California specialty contractor for large-scale nonprofit construction projects.
Represented an engineering services and planning firm in a redemption followed by an ESOP purchase partially financed by a plan-to-plan transfer.
Represented a group of precision-engineered products companies in a management-sponsored ESOP buyout partially financed by a plan-to-plan transfer.
Represented a pipeline construction company in a management-led ESOP buyout financed with senior debt and subordinated debt with detachable warrants.
Represented the trustee of an ESOP in the sale of stock of a national specialty window manufacturer to a nationally known window manufacturer for $225 million.
Represented a Chicago-based financier, as special ESOP counsel, in the acquisition of an NYSE media company in an $8.2 billion going-private transaction using an ESOP.
Represented a leading dealer of office productsl in an offer to redeem shares for notes with detachable warrants, with the company's ESOP becoming the sole shareholder.
Represented a manufacturer of fine home cabinetry in a tender offer of notes with detachable warrants for shares and subsequent ESOP purchase of company stock.
Represented a global engineered metal parts manufacturer in a recapitalization and sale of a 14.5% interest to an ESOP for $222 million financed by a 144A note offering.
Represented the trustee of an ESOP in the sale of an information management company servicing the U.S. government to a national aerospace firm for $130 million.
Represented a manufacturer and distributor of neon signs in a tax-free reorganization and sale to an ESOP partially financed by notes with warrants.
Represented a student loan provider in a tender offer to acquire options form outstanding option holders and a subsequent sale of stock to an ESOP.
Represented a property management holding company in the roll-up of eight property management firms and its subsequent sale to an existing ESOP.
Represented a dental practice management company in a tender offer followed by a squeeze-out merger and subsequent sale to an ESOP.
Represented a diversified utility construction company in a recapitalization and sale of its stock to a newly formed ESOP.
Represented a management association in an ESOP stock sale and redemption from outstanding holders partially financed by a plan-to-plan transfer.
Represented the trustee of an ESOP in its acquisition of preferred stock of a California-based health-management organization.
Represented an independent fiduciary in the sale of stock held by an ESOP as part of a sale of assets of an engineering company to a publicly traded acquirer.
Represented a document communications services provider in the redemption of its stock and a simultaneous ESOP purchase from the company.
Represented a forest product brokerage company in a $290 million spin-off from a public company using an ESOP partially financed by a plan-to-plan transfer.
Represented an environmental consulting services company in the sale of its assets and the simultaneous redemption of its stock from the ESOP.
Represented the trustee of an ESOP in the recapitalization and purchase of stock of a Southern California paint manufacturer for approximately $112 million.
Represented the trustee of an ESOP of a multistate grocery chain in a $235 million recapitalization using an LLC financed in part by an Oregon-based private equity firm.
Represented a dental practice management company in a reorganization and recapitalization followed by a sale to an ESOP.
Represented a provider of industrial services in the sale to an ESOP followed by the contribution of the operating assets of the business to a LLC and offering to employees.
Represented the trustee of an ESOP in a $167 million management-led buyout of assets of a payroll-processing firm for the entertainment business.
education
- University of Southern California Law School, 1988, J.D.
- University of California, Los Angeles, 1985, B.A.