Scott E. Adamson is a member of the Vedder Price Finance & Transactions group and serves as the Administrative Shareholder in the firm’s Los Angeles office.
For more than 25 years, Mr. Adamson has counseled clients on all facets of complex corporate transactions including mergers and acquisitions transactions on the buy side and sell side, such as in leveraged buyout, carve-out, Section 363 asset sale and going-private transactions. His experience spans several industries and countries including construction, health care, manufacturing, service and technology across the United States, Australia, Ireland, Japan, Mexico and the United Kingdom. He routinely leads transactions for entities of varying sizes, from multinational public companies and equity sponsors to emerging and family-owned businesses.
Mr. Adamson regularly executes complex transaction structures related to asset sales, statutory mergers and tender offers, stock sales and transactions structured as tax-free reorganizations, spin-offs and contributions. He has counseled buyers and sellers of companies bought and sold through an auction process, and he routinely advises clients seeking liquidity with respect to alternative liquidity strategies including ESOP transactions, leveraged recapitalization, private placement and sale. Additionally, he advises clients engaged in debt equity financing involving funds, mezzanine lenders and banks, including equity financing provided on a minority basis.
Mr. Adamson has structured, implemented and executed many of the largest and most complex corporate transactions involving ESOPs. 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.