Scott W. Bell
Scott Bell’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 advises 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 advises 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 advises 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.
Prior to moving to Nashville, Scott practiced at Wilmer Cutler Pickering Hale and Dorr LLP in Washington, D.C.
Memberships
The District of Columbia Bar — Transactional Section, Health Law Section
New York State Bar Association
American Health Lawyers Association (AHLA)
Representative Experience
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Represented Bob Evans Farms, Inc. (Nasdaq:BOBE) in its acquisition by Post Holdings, Inc.
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Represented Bridgestone Americas in its investment in ClearMotion
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Represented a leading global provider of customer experience, engagement, and growth solutions,in its acquisition of Connextions, Inc. for $80 million
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Represented Bob Evans Farms, Inc. (Nasdaq: BOBE) in the sale of Bob Evans Restaurants to Golden Gate Capital for $565 million
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Represented Healthways (NASDAQ: HWAY) in the sale of its Total Population Health Services (TPHS) business to Sharecare, Inc.
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Represented Emdeon Inc. in its acquisition of Altegra Health
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Counseled Healthways, Inc. in response to significant stock accumulation and activist campaign
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Counseled Bob Evans Farms, Inc. in preparation for activist investors and in response to an activist campaign led by Sandell Asset Management Corp.
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Represented Delek US Holdings, Inc. in a secondary public offering of 10,580,000 shares of common stock
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Counseled Cracker Barrel Old Country Store, Inc. in its three successful defenses against proxy contests initiated by Biglari Holdings Inc. and Sardar Biglari