For more than two decades, Scott Berdan has served as a trusted corporate finance, securities and transactional law counselor to companies of all sizes and their owners. With significant experience advising companies in a number of industries, including banking, healthcare, animal health, food and beverage, telecommunications, oil and gas, energy, mining, consumer products, technology, and entertainment, Scott concentrates his practice on public and private equity and debt securities offerings, mergers and acquisitions, and private equity and management sponsored leveraged buyouts.
In the merger and acquisition context specifically, Scott negotiates complex purchase and sale and joint venture agreements, and he takes great pride in providing, with his team of firm specialists, business combination structuring legal advice and counsel. He regularly counsels clients regarding their most significant corporate events, including with respect to:
- Mergers, acquisitions and divestitures
- Initial public offerings (IPOs)
- Secondary public offerings for selling security holders
- Follow-on public offerings of equity and debt securities, including "at-the-market" continuous offering programs
- Institutional high-yield and convertible debt financings
- So-called "going private" and "going dark" transactions
- Tender offers and consent solicitations
- Proxy contests
- Unsolicited takeovers
- Auction processes
- PIPEs (Private Investment in Public Equity transactions)
- Regulation D compliant and other private placements
- Recapitalizations and corporate restructurings
Scott works with issuers, investors, underwriters, and placement agents, and he counsels public and private companies in all aspects of their businesses, including with respect to Securities and Exchange Commission reporting and national securities exchange listing requirements, federal and state securities laws, and corporate governance matters. Management teams and boards of directors are referred routinely to Scott for his particular acumen regarding public disclosure considerations and, more generally, analyzing fiduciary duties.