Scott M. Stanton

Scott M. Stanton

Education

Stanford University (B.A., 1988)
University of California, Davis, School of Law (J.D., 1993)

Bar Admissions

California

Scott Stanton has significant experience in mergers and acquisitions, securities offerings, corporate governance, and many other corporate matters.

Mr. Stanton serves as primary outside counsel to a number of public and private companies, and he regularly represents boards of directors and board committees in complex corporate governance matters. He has developed a deep expertise in SEC reporting and corporate governance matters that enables him to provide expert and practical advice to a broad range of companies in industries such as software, medical devices, life sciences, semiconductors, consumer goods, insurance and defense.

In the mergers and acquisitions area, Mr. Stanton has special expertise in structuring and negotiating a wide variety of transactions. He has worked on well over a hundred transactions, including public company mergers, tender offers, hostile takeovers and other strategic acquisitions and divestitures. Mr. Stanton’s transactions have ranged in size from less than $5 million to nearly $4 billion in industries such as biometrics, semiconductors, manufacturing, medical devices, life sciences, financial services, software, consumer and defense.

In the capital markets area, Mr. Stanton has handled numerous public and private offerings of both debt and equity securities, representing issuers and underwriters. His transactions have ranged from IPOs to PIPEs to registered direct offerings to 144A offerings. He has also represented numerous emerging companies in private placements and venture financings. Mr. Stanton served as chair of the firm's global Corporate Practice Group from 2010 - 2013.

Scott Stanton has been recommended as a leading lawyer by Legal 500 US, and has been recommended by Best Lawyers in America every year since 2007, and Super Lawyers every year since 2008. He is Chair-Elect of the Board of Directors of the Corporate Directors Forum. Mr. Stanton received the C. Hugh Friedman Director of the Year award from the Corporate Directors Forum in 2015. He is also a member of the Board of Trustees of the La Jolla Playhouse.

Fulgent Genetics’ $38 million Initial Public Offering
Represented Fulgent Genetics, Inc. from formation, through financings and a spin-off and in its initial public offering on the Nasdaq Global Select Market in 2016.


Cherokee’s $96 million Acquisition of Hi-Tec Sports and Related Financings
Represented Cherokee Inc. in its acquisition of Hi-Tec Sports International, a Netherlands-based leader in sports, outdoor, and work footwear, with products sold in over 110 countries. This complex transaction transformed Hi-Tec from a footwear producer and distributor into a brand licensing business. To accomplish this feat, Cherokee simultaneously executed a series of divestitures of Hi-Tec’s operating assets in the UK, US, Canada, France, Spain and South Africa while securing long term license agreements with operating partners around the world. Cherokee financed the transaction with a combination of cash on hand, proceeds from a $40M underwritten public offering, and proceeds from new credit facilities.


Cogent’s $943 million acquisition by 3M
Represented Cogent, Inc. continuously from its $250 million IPO in 2004 through its $943 million acquisition in 2010.


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.


Inamed’s $3.4 billion merger with Allergan
Represented Inamed Corporation in its $3.4 billion merger with Allergan Inc.


Natel Engineering Company’s acquisitions of On Core Manufacturing and EPIC Technologies
Represented Natel in its acquisition of On Core Manufacturing and EPIC Technologies.


AMN Healthcare’s acquisitions of Onward Healthcare and B.E. Smith
Represented AMN in its acquisition of Onward Healthcare and B.E. Smith.


Merger and Recapitalization of Great American Group and B. Riley & Co., Inc.
Represented Great American Group in its $53 million private placement and merger with investment banking firm B. Riley & Co., Inc.


Barney & Barney’s acquisition by Marsh & McLennan Agency
Represented Barney & Barney, LLC in its acquisition by Marsh & McLennan Agency.


Netlist’s public offerings
Represented Netlist in public offerings of common stock and warrants.


Newport Medical’s $108 million acquisition by Covidien
Represented Newport in its acquisition by Covidien.


Solarflare Communications’ preferred stock financings
Represented Solarflare Communications, Inc. in several preferred stock financings.


Wavestream’s Series B financing
Represented Wavestream Corp. in its $10 million Series B financing.


Pure Bioscience’s public offerings
Represented Pure Bioscience in multiple public offerings.


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.


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.


TouchDown Technologies’ financing and acquisition by Verigy
Represented TouchDown Technologies, Inc. in its preferred stock financings and its acquisition by Verigy.


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.


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.


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.


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.


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 and underwriters' counsel in public offerings for many technology and other companies.


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.

Fulgent Genetics’ $38 million Initial Public Offering
Represented Fulgent Genetics, Inc. from formation, through financings and a spin-off and in its initial public offering on the Nasdaq Global Select Market in 2016.


Cherokee’s $96 million Acquisition of Hi-Tec Sports and Related Financings
Represented Cherokee Inc. in its acquisition of Hi-Tec Sports International, a Netherlands-based leader in sports, outdoor, and work footwear, with products sold in over 110 countries. This complex transaction transformed Hi-Tec from a footwear producer and distributor into a brand licensing business. To accomplish this feat, Cherokee simultaneously executed a series of divestitures of Hi-Tec’s operating assets in the UK, US, Canada, France, Spain and South Africa while securing long term license agreements with operating partners around the world. Cherokee financed the transaction with a combination of cash on hand, proceeds from a $40M underwritten public offering, and proceeds from new credit facilities.


Cogent’s $943 million acquisition by 3M
Represented Cogent, Inc. continuously from its $250 million IPO in 2004 through its $943 million acquisition in 2010.


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.


Inamed’s $3.4 billion merger with Allergan
Represented Inamed Corporation in its $3.4 billion merger with Allergan Inc.


Natel Engineering Company’s acquisitions of On Core Manufacturing and EPIC Technologies
Represented Natel in its acquisition of On Core Manufacturing and EPIC Technologies.


AMN Healthcare’s acquisitions of Onward Healthcare and B.E. Smith
Represented AMN in its acquisition of Onward Healthcare and B.E. Smith.


Merger and Recapitalization of Great American Group and B. Riley & Co., Inc.
Represented Great American Group in its $53 million private placement and merger with investment banking firm B. Riley & Co., Inc.


Barney & Barney’s acquisition by Marsh & McLennan Agency
Represented Barney & Barney, LLC in its acquisition by Marsh & McLennan Agency.


Netlist’s public offerings
Represented Netlist in public offerings of common stock and warrants.


Newport Medical’s $108 million acquisition by Covidien
Represented Newport in its acquisition by Covidien.


Solarflare Communications’ preferred stock financings
Represented Solarflare Communications, Inc. in several preferred stock financings.


Wavestream’s Series B financing
Represented Wavestream Corp. in its $10 million Series B financing.


Pure Bioscience’s public offerings
Represented Pure Bioscience in multiple public offerings.


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.


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.


TouchDown Technologies’ financing and acquisition by Verigy
Represented TouchDown Technologies, Inc. in its preferred stock financings and its acquisition by Verigy.


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.


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.


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.


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.


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 and underwriters' counsel in public offerings for many technology and other companies.


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.

Scott Stanton has been recommended as a leading lawyer by Legal 500 US, and has been recommended by Best Lawyers in America every year since 2007, and Super Lawyers every year since 2008.

Email Disclaimer

Unsolicited e-mails and information sent to Morrison & Foerster will not be considered confidential, may be disclosed to others pursuant to our Privacy Policy, may not receive a response, and do not create an attorney-client relationship with Morrison & Foerster. If you are not already a client of Morrison & Foerster, do not include any confidential information in this message. Also, please note that our attorneys do not seek to practice law in any jurisdiction in which they are not properly authorized to do so.

©1996-2017 Morrison & Foerster LLP. All rights reserved.