Scott D. DeWald

Representative Matters

Acquisitions

• Acquisition of medical practices in connection with reorganization of existing entities by merger and creation of holding company. 
• Sale of stock by audio visual services firm catering to large convention customers of major hotels to public company. Included negotiation of warranties tailored to representations and warranties insurance, creation of a new entity to manage certain interim customer services, and negotiation of noncompetition agreements.
• Sale of assets by automobile components remanufacturing firm to public company. Included negotiation of customized accounting principles for purposes of representations and purchase price adjustments, lease to buyer of real property retained by seller affiliate, environmental indemnities and noncompetition agreements.
• Sale of stock by transit advertising firm to public company. Included negotiation of possible price adjustments upon election under IRC Section 338(h)(10), negotiation of consents of municipalities to assignment of contracts with municipal airports, substitution of letters of credit securing company performance and encumbering company assets, as well as employment and noncompetition agreements.
• Sale of assets by bioscience product company holding patented water purity testing technology to public company. Involved payoff procedures through escrow of over 100 creditors, including holders of convertible notes and warrant holders, and earn-out provisions based on milestones over 24-month period.
• Sale of second-generation business selling to national and international markets in jewelry-making supplies. Handled all aspects of the transaction for the seller, including negotiation of the engagement with nationally prominent investment banker, confidentiality agreements with prospective buyers, and the acquisition agreement with ultimate buyer; multiple nonvoting shareholders granted powers of attorney and drag along rights; precious metals inventory price fluctuation required unique closing price adjustment procedure. 
• Negotiated acquisition agreement for buyer, a Canadian corporation owned by a Canadian municipality, in the purchase of stock of a regulated public utility (water company) from a public corporation. Coordinated firm handing of a variety of environmental, real estate, bond financing, regulatory, water rights, and zoning and land use issues involved in the transaction.
• Represented public building materials company buyer in purchase of assets from aggregate and ready-mix company, including negotiation of the acquisition agreement and extensive due diligence regarding numerous mining sites in Arizona involving real property, permitting and environmental issues, and a deferred purchase note that entitles the buyer to offset environmental remediation costs.
• Represented sellers of health care facilities, one a nursing home in Tucson, Arizona and a pair of specialty hospitals combined with nursing facilities in the greater Phoenix metropolitan area.
• Represented public forest products company as buyer of LLC interests in major local homebuilder, and later represented company in severance and non-competition negotiations with management.
• Represented seller of LLC interests in heavy electrical contracting company, involving multiple entities, to a public company headquartered in another state, with negotiated limitations on indemnification liabilities relating to union labor contracts. 
• Represented buyer in acquisition of new automobile franchise involving strategies for risks of seller creditor claims. 
• Represented seller of third generation private company in sale of national park concessions operations, sale of home improvement retail/wholesale centers, sale of hospitality properties, and sale of building materials division. 
• Represented seller of high tech plastics manufacturer to public company, featuring escrow of retention bonus; previously represented seller in establishment of joint ventures in Brazil, Ireland and Asia and growth through purchase of assets. 
• Represented seller of employee “leasing” and benefits firm in sale to public company. 
• Represented private cable television and telecommunications company in numerous sales and purchases of cable television systems and eventual sale to national operator. 
• Represented wholesale distributor of health foods in sale of assets to public company and multiple prior stock purchase acquisitions including merger of three Florida corporations. 
• Represented buyer (U.S. subsidiary of public Japanese company) in acquisition of industrial valves manufacturer. 
• Represented seller of blueprint software company in sale to public company. 
• Represented laptop semiconductor manufacturer in recapitalization and later sale of assets to National Semiconductor, Inc. 
• Represented Spanish language media company in sale to national chain of newspapers and television stations. 
• Represented management of atomic microscopy company in management buy-out from public company, reorganization and later sale to Agilent Technologies. 
• Counsel to major hospital chain in sales of numerous hospitals, sale of joint venture assets to a physician entity, sale of home healthcare facilities, and creation of limited liability companies as vehicles for a home healthcare joint venture with a public company. 
• Represented buyer in asset purchase of aggregate supplier in Utah essential for retail market penetration, including rights under aggregate mining lease to quarry rock products, real property lease for distribution center, and land use issues.

Joint Ventures 

• Formed joint venture between multiple tax-exempt non-profit blood banking organizations to create blood testing organization to operate testing laboratories in several states. Negotiated governance documents containing voting and buyout provisions.

Complex Commercial Contracts 

• Negotiated arena lease and management agreement for prospective purchase of professional sports team in negotiations with municipality, drawing upon firm’s experience representing a prior bidder for the team out of bankruptcy and Scott’s negotiation of a similar arena lease for the Phoenix Suns. 
• Negotiated commercial online gaming contract for a Native American tribe for the management of the prospective business of online gaming in California, including website management, in order to form an alliance for the lobbying of final legislation and capitalize on the resources of a major entertainment management company and a sovereign tribal community, providing flexibility for contemplated features of legislation not yet passed. 
• Negotiated state economic development funding contract for bioscience research organization and amendments protecting state against reductions in employment within the state.

Non-Profits and Universities 

• Structured alternatives for merger to acquire Arizona nonprofit educational institution, including exemptions from real property and sales taxes. 
• Negotiated multiple affiliation agreements for nonprofit blood bank.
• Represented seller in strategic sale of blood bank operation assets to exit geographic market. 
• Advised university on formation of entity in connection with collaboration among several universities involving sustainability measures for industry. 
• Negotiated and documented spin-off of university’s solar panel testing operations to a private company, retaining an interest through an affiliate of the university’s alumni organization. 
• Advised universities on legal structure of bioscience organization attracted by state universities, and later represented universities in the negotiation of a collaboration agreement with the new nonprofit corporation. 
• With foreign counsel structured and formed Mexican nonprofit corporation and ownership vehicles to own research center used for archeological work in Mexico and potential other Mexican activities related to education. 
• Helped structure nonprofit corporation that operates charter school that collaborates with university teaching programs. 
• Worked on numerous matters for marketing and licensing entity specifically formed for the commercialization of university technology; created template for new entities to use as they are launched from university and seek private capital. 
• Advised on license relating to a parking structure with solar panels on rooftops over buildings and parking lots. 
• Provided legal opinions relating to university ownership of non-economic LLC membership interests in ventures. 
• Advised on formation of entity to operate law firm employing university law school graduates.

Counsel to Boards 

• Represented state banks in matters ranging from growth through acquisition to sale to public company. 
• Has advised numerous boards of directors regarding conduct of board and shareholder meetings. 
• Has advised executives and companies on employment and executive compensation matters, including employment and severance agreements, stock option plans, incentive bonus programs, secured credit facilities and other lending transactions.

Startups

• Formation and later sale of assets of cost-accounting software company to publicly-held corporation. 
• Has advised and mentored numerous start-up businesses.

Other

• Sports: Represented a local professional sports entity in connection with its offering of securities, purchase of a franchise, and the construction and financing of a municipal-owned sports facility. For two professional sports organizations, negotiated agreements with municipalities for the management of sport facilities.
• Litigation: Representation of surviving co-founder and affiliates in litigation with heirs of deceased co-founder over buy-sell agreement for corporate shares.
• Litigation: Representation of Japanese public company in international arbitration over commercial contract.

Related News

Presentations

• Presenter, “Choice of Jurisdictions Face-off: Should I form in Arizona, Nevada, or elsewhere,” State Bar of Arizona Annual Convention, June 2016
• Presenter and Seminar Co-chair, “Arizona Benefit Corporations,” State Bar of Arizona Annual Convention, June 2015
• Presenter, "Fresh Harvest: Arizona's New Amendments to the Corporation Code and New Crowdfunding Exemption," Business Law Section, State Bar of Arizona, March 2015
• Presenter, Pathway for Maximizing Business Value, October 2012
• Presenter, Advising Entity Management - Fiduciary Duties, Indemnification, and Director and Officer/Errors and Omission Coverage, State Bar of Arizona Annual Convention, June 2012
• Presenter, Business Law in Divorce and Estate planning, State Bar of Arizona, June 2010
• Presenter, Doing Deals in a Down Economy, 2010
• Presenter, Advising Clients in a Distressed Economy, January 2009
• Presenter, Transforming the Wealth of your Business through Succession of Sale, March 2008
• Presenter, Drafting LLC Agreements, National Business Institute, September 2006, February 2005, June 2003 and October 2001 and Lorman Education Services, June 2002 
• Presenter, HB2779: Fair & Legal Employment Act, July 2007
• Presenter, Drafting Opinion Letters, April 2007
• Presenter, Recent Developments & Prospective Legislation in Business Entity Name Selection, State Bar of Arizona, October 2005
• Presenter, Growth Strategies for Bootstrapped Companies - Building Shareholder Value in Today’s Market, February 2005 
• Presenter, Intellectual Property Issues, Securities Laws and Regulations, and the Term Sheet, TVC, December 2004
• Presenter, 21st Century Opinion Letter Drafting, Annual State Bar Convention, June 2004
• Interviewed in 2002 on Sky Radio regarding Mergers & Acquisitions 
• Lectured and published numerous others articles on limited liabilities companies, nonprofit corporation boards, securities, venture capital, legal opinions, e-commerce and the Uniform Commercial Code 

Distinctions

The Best Lawyers in America - Woodward/White, Aiken, S.C. - Corporate Law, Mergers and Acquisitions Law, Securities / Capital Markets Law, 2016-2017
Chambers USA - Corporate/M&A, 2016

Other Info