Scott M. Stanton

Partner
San Diego, (858) 720-5141

Scott Stanton serves as co-chair of the firm's Corporate Practice Group and as lead co-chair of the firm's global Public Companies and Securities Practice Group.  Mr. Stanton has significant experience in mergers and acquisitions, securities offerings, and other corporate matters.

Mr. Stanton regularly advises public company clients on compliance with federal securities laws, listing exchange issues and corporate governance. He represents buyers and sellers in acquisitions and dispositions of public and private companies, including transactions in industries such as biometrics, semiconductors, biotechnology, software, and defense.  He has also represented both issuers and underwriters in a wide variety of securities transactions, including IPOs, secondary offerings, private placements and venture financings.


Mentor’s $1.1 billion acquisition by Johnson & Johnson
Represented Mentor Corporation in its $1.12 billion all cash acquisition by Johnson & Johnson through a tender offer.
Kratos Defense & Security Solutions’ acquisition of Digital Fusion
Represented Kratos Defense & Security Solutions, Inc. in its $34 million acquisition of Digital Fusion, Inc.
Solarflare Communications’ Series A-1 financing
Represented Solarflare Communications, Inc. in its $48 million Series A-1 financing.
Wavestream’s Series B financing
Represented Wavestream Corp. in its $10 million Series B financing.
Kratos Defense & Security Solutions’ registered direct offering
Represented Kratos Defense & Security Solutions, Inc. in its $20 million registered direct common stock offering.
Pure Bioscience’s registered direct offerings
Represented Pure Bioscience in two registered direct common stock offerings of $3 million each.
BakBone Software’s acquisition of Coldspark
Represented BakBone Software in it $16 million acquisition of Coldspark, Inc.
Kintera’s acquisition by Blackbaud
Represented Kintera, Inc. in its $46 million all cash acquisition by Blackbaud through a tender offer.
Kratos Defense & Security Solutions’ acquisition of Haverstick Consulting
Represented Kratos Defense & Security Solutions, Inc. in its $90 million acquisition of Haverstick Consulting, Inc.
Intergy’s acquisition by Willdan Group
Represented Intergy Corporation in its $16 million acquisition by Willdan Group, Inc.
Cogent’s acquisition of Security Solutions Division of MAXIMUS
Represented Cogent, Inc. in its acquisition of the Security Solutions Division of MAXIMUS.
Kratos Defense & Security Solutions’ divestiture of its wireless and engineering operations
Represented Kratos Defense & Security Solutions, Inc. in the divestitures of its wireless and engineering operations to Platinum Equity and LCC International, respectively.
TouchDown Technologies’ Series D financing
Represented TouchDown Technologies, Inc. in its $28 million Series D financing.
Solarflare Communications’ Series B-1 financing
Represented Solarflare Communications, Inc. in its $26 million Series B-1 financing.
Pepperball Technologies’ merger with Security With Advanced Technology
Represented Pepperball Technologies in its merger of equals with Security With Advanced Technology, Inc.
Cogent’s investment and development agreement with ANP Technologies
Represented Cogent, Inc. in its investment and development agreement with ANP Technologies, Inc.
Inamed’s $3.4 billion merger with Allergan
Represented Inamed Corporation in its $3.4 billion merger with Allergan Inc.
Wireless Facilities’ acquisition of Madison Research
Represented Wireless Facilities, Inc. in its $69 million acquisition of Madison Research Corporation.
Greenbook Financial’s acquisition by Advanced Equities Financial
Represented Greenbook Financial Services in its $25 million acquisition by Advanced Equities Financial.
Solarflare Communication’s merger with Level 5 Networks
Represented Solarflare Communications, Inc. in its merger of equals with Level 5 Networks and related financing.
Cheerokee’s topping bid for Mossimo
Represented Cherokee Inc. in its topping bid for Mossimo, Inc. and related license buyout with Iconix Brand Group, Inc.
Wireless Facilities’ divestiture from Mexico
Represented Wireless Facilities, Inc. in its divestiture of its operations in Mexico.
Cogent’s IPO and follow-on offering
Represented Cogent, Inc. in its $248 million initial public offering on the NASDAQ National Market and its $322.5 million follow-on equity offering.
Kintera’s private common stock offerings
Represented Kintera, Inc. in its $20 million, $17.5 million, and $13.5 million private common stock financings.
Solarflare Communications’ Series A-1 financing
Represented Solarflare Communications, Inc. in it $30 million Series A-1 financing.
Cardiff Software’s acquisition by Verity
Represented Cardiff Software, Inc. in its $66 million cash acquisition by Verity, Inc.
Kintera’s numerous acquisitions
Represented Kintera, Inc. in its acquisitions of Prospect Information Network, CTSG, Kindmark, Giving Capital, GoldBox, and American Fundware.
Wireless Facilities’ acquisition of High Technology Solutions
Represented Wireless Facilities, Inc. in its $49 million cash acquisition of High Technology Solutions, Inc.
Kintera’s IPO
Represented Kintera, Inc. in its initial public offering on the Nasdaq National Market.
JNI’s acquisition of Applied Micro Circuits
Represented JNI Corporation in its $190 million cash acquisition by Applied Micro Circuits Corporation.
Needham & Company as underwriter in public equity offerings
Represented Needham & Company, Inc. as underwriters of public equity offerings for Ceradyne, Bell Microproducts, Intevac, and Interlink Electronics.
Invitrogen’s convertible note financing
Represented Invitrogen Corporation in its $350 million senior convertible note offering.
Jack in the Box’s acquisition of Qdoba Restaurant
Represented Jack in the Box Inc. in its $45 million cash acquisition of Qdoba Restaurant Corporation.
Jaycor's acquisition by The Titan Corporation
Represented Jaycor in its $100 million acquisition by The Titan Corporation.
Network Peripherals’ merger with FalconStor Software
Represented Network Peripherals in its $300 million all-stock merger with FalconStor Software.
Securities Offerings
Acted as company counsel in public offerings for a number of technology and other companies.

Acted as underwriters’ counsel in public offerings for major investment banking firms.
Venture Capital
Represented technology companies in venture financings with investments by venture capital firms and strategic investors.
Public Companies Counseling & Compliance
Ongoing representation to several public companies including securities compliance and periodic reporting and numerous private companies in the areas of software, medical devices, life sciences, semiconductors, brand licensing and defense contracting.
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