Biography

Scott Museles advises startup, emerging growth, and mature private companies, small-cap and micro-cap public companies, and investment fund sponsors on transactions and business law. His practice focuses on private placements, mergers and acquisitions, venture and private equity transactions, and fund formation for private equity, venture capital, and real estate funds. 

Clients frequently rely on Scott as their outside general counsel, counting on him to handle legal matters efficiently and in line with their business objectives. Over his career, he has advised companies across a wide range of industries including hospitality, technology, government contracting, fuel distribution, medical devices, real estate, cannabis, aviation, sports and entertainment, and restaurants. He has helped companies raise millions in private and public investment funds and regularly connects clients with valuable business partners and investors. 

One longtime client described the relationship this way: ‘More than just my attorneys, I consider them friends and would recommend them without hesitation.’ (Jeffrey Hung, uBriGene Biosciences International Co.) 

Scott is Co-Chair of the firm’s Business and Financial Services Department and Chair of the Securities Practice Group, and was elected to the firm’s Board of Directors. Before joining Shulman Rogers, he served as Of Counsel at Morgan, Lewis & Bockius LLP and as Vice President and Deputy General Counsel of publicly traded Building One Services Corp. He began his career as an attorney-advisor at the U.S. Securities and Exchange Commission. 

Recognition

  • The Best Lawyers in America, Potomac, MD, Business Organizations (including LLCs and Partnerships); Corporate Law, 2026-2027

Publications

  • “Reeves v. Ernst & Young: To Be or Not To Be a Security”, Catholic University Law Review, Volume 40, No. 3
  • New SEC Disclosure Proposals Require Public Companies’ Attention, Legal Opinion Letter, Washington Legal Foundation, Vol. 12, No. 18, 2002

News & Insights

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Results

  • $3 million Simple Agreement for Future Equity financing, $1 million bridge Promissory Note financing and $10 million Series A2 Preferred Stock financing for a national entertainment technology company
  • $3 million Preferred Unit financing for Washington, DC area syndicated real estate venture fund
  • $7.5 million Series A Preferred Stock financing for a Maryland-based biotech company and provided counsel in their conversion to a Delaware corporation
  • $850k Preferred Unit financing for a national sports and entertainment company
  • $3.5 million Series B Preferred Unit financing, $3.5 million Convertible Promissory Note financing and $2.5 million Bridge Promissory Note financing for a Maryland-based leadership technology platform
  • $4.5 million Series A-1 Preferred Stock financing for a national sports and entertainment venue technology platform and advised on their conversion from a Delaware LLC to a Delaware corporation
  • $500k Convertible Promissory Note financing for Maryland cannabis company and corresponding consultation regarding application for a Maryland processing and cultivation license
  • $10 million Series A Preferred Stock financing for a national real estate financial technology company
  • In 2019, represented nearly 10 restaurants raising in excess of $11 million in the region
  • $3.5 million bridge convertible promissory note financing and $4 million Series B financing for computer software company developing an AI-driven technology platform
  • 2.4+ million Series Seed and $4.8 million Series A financings for a local technology start-up in the restaurant space – regarded at the time as one of the top “dining” applications on the iTunes Store
  • Advised a mobile technology platform company in their conversion from a limited liability company into a C-corporation, including the successful conversion of common and preferred securities and an equity compensation plan. The entity change also included a $4.5 million bridge convertible note financing
  • $150k Convertible Note financing of sustainable construction product manufacturing company
  • $885k investment in Series A-1 and A-2 Preferred Stock financing of Biotech-focused venture fund