Scott is the leader of the firm’s tax planning team and co-chair of the firm’s private equity industry team. The scope of Scott’s tax practice encompasses tax planning for business formations, ownership arrangements, LLC agreements and M&A transactions. Scott’s corporate practice extends to handling M&A transactions, equity compensation arrangements and general corporate law matters.
Scott is recognized for his tax planning work with founders, investors, and businesses with respect to their qualified small business stock (QSBS) issues. Scott has written numerous articles addressing QSBS planning issues, and he has developed a national practice handling Section 1202 and 1045 issues. Scott’s focus is on securing and maximizing Section 1202’s generous tax benefits for his clients.
Scott has represented companies, founders, investors, management teams, executives, PE sponsors, family offices and individuals across a wide variety of industries, including healthcare, direct marketing, gaming, industrial and commercial real estate development, distributorship, software and hospitality. Scott applies his expertise and experience to assist clients in achieving their business objectives, whether that means limiting an exposure to contingent liabilities or finding the most tax efficient structure for a business transaction.
Scott Dolson and Frost Brown Todd’s tax planning team have substantial expertise and experience handling tax planning for corporations, S corporation and pass-through entities, including choice of entity planning, equity compensation planning and M&A planning.
The tax planning team’s Section 1202 and Section 1045 work involves tax planning and implementation of planning ideas for founders, investors, venture firms, venture funds, PE firms, PE funds, family offices, wealth planners, investments bankers, accountants and attorneys, including (i) helping clients navigate through their choice of entity decision, and in particular their decision whether to operate as a C corporation with the hope of benefiting from the Section 1202 gain exclusion; (ii) helping client satisfy Section 1202’s and Section 1045’s eligibility requirements; and (iii) helping clients prepare for a potential future IRS audit by documenting their eligibility to claim the Section 1202 gain exclusion.
FBT’s QSBS practice encompasses the following:
Assisting businesses:
Assisting founders and service providers:
Assisting investors:
Assisting investment funds:
Assisted business owners with their business succession planning, culminating in ESOPs, sales to family members, management or other investors, or to outside financial or strategic buyers.
Handled or managed M&A work for financial buyers acquiring targets in a variety of industry areas.
Assisted PE firms with development of their internal and portfolio company governance and compensation documents.
In connection with handing M&A work for business owners, assisted with structuring and implementing tax favored equity rollovers, including the tax and governance (minority owner) issues.
Developed and coordinated both general and specialized due diligence projects for lower-middle and middle market PE firms (e.g., an immigration-focused due diligence investigation of a Southwest US construction general contractor which utilized a network of independent contractors with their own construction teams).
Managed the firm’s outside general counsel services for PE firms’ portfolio companies (with legal needs ranging from managing world-class IP portfolios to negotiating collective bargaining agreements).
For a leading skilled nursing and personal services company, developed and implemented a specialized and comprehensive due diligence examination of a target company’s independent contractor arrangement.
Handled the structuring of numerous real estate development projects involving industrial or commercial properties, including associated partnership tax planning and LLC governance issues, in transactions often involving property owners, developers and investors.
Handled tax and business issues associated with the conversion of a closely-held LLC to a public company, including the roll-up of franchisee stores.
Handled transactions involving a Heisman Trophy Winner, an NFL Hall of Fame member and Super Bowl champion, a Triple Crown winner, and a PGA player of the year.
Advised numerous clients regarding LLC controlling and minority governance and fiduciary duty issues.
Structured and drafted hundreds of closely-held business, investment, family business and wealth and real estate investment and development limited liability companies.
Advised clients in connection with their tax planning, including structuring closely-held business and investment arrangements and transaction tax planning.
Advised clients in connection with the organization and operation of employer assistance organization public charities and other employer assistance vehicles.
Health Care: home health, personal care, nursing homes, drug treatment clinics, pharma (cancer; macular degeneration), and hearing aid manufacturer and retailer.
Manufacturing: environmental cyclones, after-market automobile parts, chemical storage tank, specialty glass, and metal fabricating.
Entertainment and hospitality: numerous fast-food and casual dining restaurant concepts, including Long John Silvers and Texas Roadhouse, hotels, minor league baseball team, racetrack and gaming operations, and sports and entertainment agencies.
IP/software: blue tooth company, printing, direct mail, developer of optical cables and engines, various software developers and licensing companies, and e-commerce B2B and B2R businesses.
Insurance: title insurance, surety bond, bail bond and general lines agencies and surety bond underwriters.
Retail: convenience stores, specialty pet products, equine, personalized apparel, auto dealerships, funeral homes and printing houses.
Advertising: general advertising agency and auto industry direct marketing.
Construction and real estate: general contractors, asphalt plants, replacement windows, ready-mix concrete, numerous industrial and commercial property projects, rock quarries, underground and surface coal mining and oil and gas.
Waste: waste collection, landfills, metal recycling and hazardous waste incinerators.
Professional: lawyers, accountants and physicians.
University of Virginia School of Law, J.D.
Harvard College, A.B., with honors
Chambers USA, Corporate/M&A, 2005, 2008–2023
Selected for inclusion in Kentucky Super Lawyers®, Tax, 2007-2016
The Best Lawyers in America®
Corporate Law, 2006-2023
Mergers & Acquisitions Law, 2007-2023
Tax Law, 2010-2023
Peer Review Rated, Martindale-Hubbell®
Louisville Free Public Library Foundation, Legal Counsel
“Dolson’s Limited Liability Company Forms,” University of Kentucky College of Law/Office of Continuing Legal Education Books
“Kentucky Limited Liability Companies, Business Succession, Planning and Kentucky Corporations Handbook,”
University of Kentucky College of Law/Office of Continuing Legal Education Books
“Professional Services Corporations,”
University of Kentucky College of Law/Office of Continuing Legal Education Books
Assisted in drafting the Kentucky Business Corporation Act, the Kentucky Limited Liability Company Act, and the Kentucky Registered Limited Liability Partnership Provisions
May 30, 2023
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April 15, 2021
March 24, 2021
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February 19, 2021
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October 26, 2020
September 18, 2020
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March 2, 2020
February 17, 2020
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November 21, 2019
November 1, 2019
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July 26, 2018
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December 21, 2017