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Scott  W.  Bell
Member
Nashville
P:(615) 742-7942
F:(615) 742-0458

Education
Georgetown University - J.D., 2001
Vanderbilt University - B.A., 1997

Bar Admissions
Tennessee, 2010
District of Columbia, 2003
New York, 2002

Memberships
The District of Columbia Bar (Member, Sections on: Transactional; Health Law)
New York State Bar Association

Publications
"Prosecutorial Discretion," Georgetown Law Journal, 1999.



Scott’s practice encompasses a wide array of corporate and transactional matters, including mergers and acquisitions, private equity and venture capital financings, securities offerings and securities law compliance, shareholder activism defense and general corporate governance and strategic issues.

Mergers and Acquisitions. Scott has advised clients on a variety of public and private strategic transactions, including mergers, acquisitions, tender and exchange offers, leveraged buyouts, divestitures, and joint ventures, in a variety of industries, including healthcare, information technology, manufacturing, aviation/defense, hotels and hospitality and restaurants.

Venture Capital and Private Equity Financing. Scott has advised both target companies and investors on a variety of venture capital and private equity financing transactions, at all stages of the venture target company’s life, from startup to eventual sale or other liquidity event.

Corporate Finance. Scott has advised publicly-traded companies in offerings of equity and debt securities, including initial public offerings, private placement and PIPEs transactions, and tender offers for existing securities.

Corporate Governance and Shareholder Activism. Scott regularly advises both NYSE- and NASDAQ-listed companies on a variety of corporate governance and SEC compliance matters, including preparation of SEC periodic reports and other filings; compliance with the federal securities laws and SRO listing standards; and board and committee composition, activities and charters and policies. Scott also has advised clients on a range of issues related to shareholder activism and contests for corporate control, including proxy contests and settlements, the adoption of shareholder rights plans, responses to shareholder proposals and the consideration of other defensive measures.

Representative Matters
  • Advised a privately-held manufacturing company in its acquisition by an NYSE-listed company for $450 million
  • Advised a venture-backed national operator of surgical hospitals and ambulatory surgical centers in its $275 million recapitalization transaction with a private equity fund
  • Advised a privately held healthcare benefits management company in its acquisition by a private equity firm for $200 million
  • Advised a NYSE-listed healthcare company in multiple acquisitions of privately held businesses ranging from $30 million to $150 million in transaction size
  • Advised a privately-held security systems manufacturer in its acquisition by a NASDAQ-listed firearms manufacturer
  • Advised a NASDAQ-listed child care and early education company in its $1.3 billion going-private transaction with a private equity consortium
  • Advised a NYSE-listed hospitality company in a public offering of common stock and private placement refinancing of senior notes
  • Advised a consortium of venture capital investors in the sale of a healthcare records management company to a NASDAQ-listed healthcare IT company
  • Advised a consortium of venture capital investors in the sale of an office products business to a national business productivity company
  • Advised a NYSE-listed healthcare company in connection with its initial public offering of common stock
  • Advised a NYSE-listed company in its defensive campaign against and settlement with two activist investors
  • Advised a NASDAQ-listed company in its successful proxy contest defense against an activist investor

Prior to moving to Nashville, Scott practiced at Wilmer Cutler Pickering Hale and Dorr LLP in Washington, D.C.