Scott brings in-depth knowledge of SEC policies, procedures and enforcement philosophy to each representation.
Scott regularly advises clients across a broad sector of the economy facing sensitive reporting, compliance and enforcement matters before the Securities and Exchange Commission and other capital markets regulators. His practice encompasses a wide range of matters involving the securities laws, mergers and acquisitions, corporate governance, regulatory enforcement, administrative law and public policy. Scott also leads the firm’s working group on blockchain and distributed ledger technology.
Before joining the firm, Scott served on the Executive Staff of the SEC as Counsel to Commissioner Troy A. Paredes from 2008 to 2012. At the SEC, Scott acted as Commissioner Paredes’s liaison to the Commission’s senior staff as well as external constituencies including issuers and other SEC registrants, investors, press, members of Congress, professional firms and trade associations. He advised the Commissioner on all aspects of the federal securities laws and SEC policy across all SEC divisions and offices, focusing especially on the Division of Corporation Finance and the Division of Enforcement. Scott was also involved in financial regulatory reform efforts, including the SEC’s response to the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as the Jumpstart Our Business Startups (JOBS) Act. Prior to the SEC, Scott practiced for ten years with another major law firm in Dallas and Washington.
Scott is frequently quoted by major news sources, including The Washington Post, The Wall Street Journal, Bloomberg, Law360, Compliance Week and The National Law Journal. Scott recently served with the legal staff of a Fortune 10 company on a seconded basis, supporting the SEC reporting, compliance, investor relations and corporate secretary functions.
Represents issuers, investors and underwriters in all aspects of Securities Act and Exchange Act compliance, including public and private offerings of debt and equity securities, disclosure and periodic reporting, business combinations and communication with SEC staff.
Counsels executives and boards of directors in matters concerning corporate governance and investor relations, including discharge of fiduciary duties, conduct of shareholder meetings, shareholder proposals and preparation of proxy statements, executive compensation, restricted stock issues, beneficial ownership reporting, stock exchange listing requirements, proxy advisorsand shareholder engagement.
Advises broker-dealers, investment advisers and other financial intermediaries on compliance with state and federal securities laws, FINRA rules and other applicable regulations.
Counsels leading trade associations in formulating legislative and administrative policy objectives concerning securities regulation and corporate governance.
Represents bidders, targets, special committees and significant stockholders in public and private mergers, acquisitions, tender offers, divestitures, Section 363 sales, joint ventures and going-private transactions.
Advises borrowers, lenders and investors in the documentation of commercial loan arrangements, equipment leases, structured financings, financial restructuring matters, and the acquisition and financing of corporate aircraft.
While at the SEC, participated in drafting and reviewing SEC rules, interpretive guidance, appellate briefs, congressional testimony and policy statements on matters concerning capital markets and market structure, securities offerings and investment products, corporate governance and disclosure, accounting and auditing standards, climate change, conflict minerals, whistleblowers, the Public Company Accounting Oversight Board and private investment funds.
During his tenure with the SEC, counseled Commissioner Paredes through deliberations over all stages of enforcement actions and Commission adjudications concerning a wide variety of liability theories in cases including those involving scienter- and nonscienter-based fraud, insider trading, offering and registration violations, accounting matters and financial restatements, disclosure issues and periodic reporting, attorney and accountant misconduct, structured products, trading practices, Regulation M, Foreign Corrupt Practices Act, asset management, investment advisers, broker-dealers and transfer agents.
Former Member, Grand Council (National Board of Trustees), Delta Sigma Phi Fraternity, 2005-2014; National Vice President, 2009-2014
Speaker, Update on SEC Guidance on Use of Non-GAAP Measures, Presented to Securities Law Committee of the Society of Corporate Secretaries and Governance Professionals, Colorado Springs, CO, June 22, 2016
Speaker, Legislative and Regulatory Update (Panel), Center on Executive Compensation Seminar on Developing Practices in Contemporary Executive Compensation, Washington, DC, June 2, 2016
Speaker, Company Buybacks – Best Practices (Panel), Webcast hosted by TheCorporateCounsel.net, April 26, 2016
Speaker, Shareholder Activism and the 2016 Proxy Season, National Association of Manufacturers, Washington, DC, December 16, 2015
Speaker, Public Pension Funds, Proxy Season and the Changing Regulatory Environment: Corporate Governance and Proxy Issues, US Chamber of Commerce, Washington, DC, November 19, 2015
Moderator, Public Pension Funds, Proxy Season and the Changing Regulatory Environment: Public Pension Fund Activism, US Chamber of Commerce, Washington, DC, November 19, 2015
Speaker, Shareholder Activism: Issues for Trade Associations, National Association of Manufacturers, Washington, DC, November 18, 2015
Speaker, Examining U.S. Securities and Exchange Commission Enforcement Recommendations on Current Processes and Practices: The Future of SEC Enforcement (Panel), US Chamber of Commerce, Washington, DC, July 15, 2015
Moderator, Bitcoin: A Primer, ABA National Institute on Bitcoin and Other Digital Currencies, Washington, DC, June 26, 2015
Speaker, The View of the Regulators: The SEC’s Role in Monitoring Executive Compensation (Panel), Center on Executive Compensation Seminar on New Trends Influencing the Success of the CHRO in the Contemporary Executive Compensation Paradigm, Washington, DC, May 27, 2015
Speaker, Environmental Reporting for Public Companies, Webcast hosted by Lorman Education Services, August 21, 2014
Moderator, Corporate Disclosure Reform: Ensuring a Balanced System that Informs and Protects Investors and Capital Formation, US Chamber of Commerce, Washington, DC, July 29, 2014
Moderator, SEC Conflict Mineral Rules: Compliance Trends and Strategies for the Regulated Community, Webcast hosted by Law Seminars International, July 22, 2014
Speaker, Conflict Minerals Update: Making Sense of the Appellate Court Decision and SEC Statement, Webcast hosted by Ethisphere, May 22, 2014
Speaker, The Past, Present and Future of Securities Class Actions--The View from the Courtroom: The Litigation Landscape Before and After Erica P. John Fund, US Chamber of Commerce, Washington, DC, February 28, 2014
Speaker, Conflict Minerals Management: Current Legal Challenge and Best Practices, Webcast hosted by Marcus Evans, February 25, 2014
Speaker, The SEC's Proposed Pay Ratio Rules (Panel), Center on Executive Compensation Annual Meeting, Washington, DC, November 19, 2013
Speaker, Crafting SEC Rulemaking Comment Letters, Webcast hosted by TheCorporateCounsel.net, November 13, 2013
Speaker, Strategies for Dealing with Activist Shareholders (Panel), Retail Industry Leaders Association Retail Law Conference, Phoenix, AZ, October 17, 2013
Speaker, The Role of the Legislators and Regulators (Panel), Center on Executive Compensation, Arlington, VA, May 29, 2013
Speaker, The Need to Anticipate—Best Practices for Compliance Readiness (Panel), Argyle Executive Forum 2013 Chief Legal Officer Leadership Forum, Washington, DC, May 8, 2013
Guest Lecturer, Climate Change and the Law, St. Thomas University School of Law, April 12, 2013
Speaker, Ethics and Environmental Disclosure—The Evolving Duty to Disclose Environmental Risks (Panel), American Bar Association 42nd Spring Conference on Environment, Energy and Resource Law, Salt Lake City, March 23, 2013
Speaker, SEC Role in Mandating Disclosure of Political Spending (Panel), National Summit on Corporate Political Spending, Arlington, VA, January 15, 2013
Speaker, Compliance with Conflict Mineral Regulations Under Dodd-Frank Section 1502 (Panel), Joint Program of the International Investment and Finance Committee of the International Law Section of the DC Bar, the Corporation, Finance and Securities Law Section of the DC Bar, the ABA Section of International Law’s International Trade Committee, and the Virginia State Bar International Practice Section, Washington, DC, December 11, 2012
Speaker, How the SEC Really Works (Panel), Webcast hosted by TheCorporateCounsel.net, December 6, 2012
Speaker, What the JOBS Act Means for Startup and Emerging Growth Company Clients (Panel), Virginia CLE 42nd Annual Advanced Business Law Conference, Williamsburg, VA, October 12, 2012
Speaker, The Role of the Chief Human Resources Officer in the New Governance Paradigm (Panel), Center on Executive Compensation, Arlington, VA, May 30, 2012
Speaker, Executive Compensation: Perspectives of the Current and Former SEC Staff (Panel), Center on Executive Compensation, Arlington, VA, June 1, 2011
Speaker, Recent Developments in International Securities Law (Panel), District of Columbia Bar, Corporation, Finance and Securities Law Section, Washington, DC, January 13, 2011
Speaker, International Securities Regulation and International Financial Reporting Standards: Impact of Recent Developments in U.S. Securities Law (Panel), New York State Bar Association, International Law & Practice Section Committee on International Banking, Securities & Financial Transactions, New York, NY, March 10, 2009
Speaker, Global Offerings Under Rule 144A and Regulation S, CLE presented to U.S. broker-dealer subsidiary of European investment bank, New York, NY, November 28, 2007
Speaker, Developments in the U.S. Securities Regulations and Impact on Cross-Border Capital Markets (Panel), New York State Bar Association, International Law & Practice Section Committee on International Banking, Securities & Financial Transactions, New York, NY, March 21, 2007
Speaker, Ethics and Corporate Governance After Sarbanes-Oxley, Delta Sigma Phi Alumni Executive Roundtable, Miami, FL, January 12, 2007
Speaker, Overview of U.S. Securities Laws and the Sarbanes-Oxley Act, Seminar for Oslo Stock Exchange and Norwegian Ministry of Finance, Oslo, Norway, November 8, 2006
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