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“Scott Museles is more than my attorney.  He is one of my most important business advisors.”  Janeen Gelbart, co-founder of Indiggo Associates LLC, a provider of leadership training platforms goes on to say, “He helped me raise my first million dollars of investment.  He and his colleagues at Shulman Rogers help me manage the legal and business issues around investors, employees, alliances, vendors, and intellectual property.  He has been a true partner in starting my business and helping me to make it successful.”

Scott counsels startup, early-stage and mature private companies, small-cap and micro-cap public companies, placement agents and investment banks, and investment fund sponsors on a wide range of transactional and business law matters.  His practice emphasizes public and private placement offerings, mergers and acquisitions, angel and venture capital transactions, crowd-funding, private equity and real estate fund formation, reverse mergers, roll-ups, SEC and state securities blue sky compliance, corporate governance and general corporate law.

For his clients that do not have in-house legal counsel, Mr. Museles often serves as the client’s “outside general counsel”,  taking a leadership role in managing the clients’ legal matters and providing effective and efficient solutions that are consistent with his clients’ business objectives.

Throughout his career, Scott has counseled clients on business transactions and general corporate matters in a wide variety of industries, including hospitality, technology, government contracting, fuel distribution, medical device, real estate, business services, retail, aviation, sports and entertainment, restaurants, alternative energy, cannabis and specialty contracting.  Scott has advised buyers and sellers on scores of transactions and, in addition to providing M&A advice, he has helped companies raise millions in private and public investment funds.  As an important added value, Scott routinely helps his clients identify investors.

Scott is Co-Chairman of the Firm’s Business and Financial Services Department, Chair of the Securities Practice Group and a member of the firm’s 6-person Strategic Planning Committee. Prior to joining Shulman Rogers, he served as Of Counsel at Morgan, Lewis & Bockius, LLP.  Scott began his career as an attorney-advisor at the U.S. Securities and Exchange Commission in the Division of Corporation Finance, where he worked on IPOs, mergers and other securities regulatory matters for companies in the investment banking, securitization, gaming, hotel, restaurant and leisure industries.

  • $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 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

 

Investor Representation

  • $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

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

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