Scott D. Fisher

Partner

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Areas of Work

Corporate, Capital Markets/Securities, Finance, Mergers & Acquisitions

Overview

Scott Fisher advises corporate clients, investment funds, and individuals in connection with public and private offerings of debt and equity securities, corporate governance, mergers and acquisitions, and general corporate and securities law matters. Companies and their boards of directors regularly turn to Scott for advice on securities law and corporate governance matters involving the Securities Act of 1933, the Securities Exchange Act of 1934, and the Sarbanes-Oxley Act, as well as related stock exchange requirements.

Scott represents both issuers and underwriters in initial public offerings, high yield financings, convertible debt and preferred stock offerings, and other public and private securities transactions. He has extensive experience working on complex, large-scale offerings with private equity funds, including all stages of investment in and exit from their portfolio companies. Additionally, Scott is well-versed in the Canada-US multijurisdictional disclosure system (MJDS) and other provisions of the US securities laws applicable to cross-border transactions.

New York

Hon. Raymond J. Dearie, US District Court, Eastern District of New York, 1999

J.D., University of Pennsylvania Law School, 1999
B.A., Yale University, 1995, cum laude

Areas of Work

Representative Matters

Represented glass and chemicals producer in a 'take-private' transaction and related financing through which producer acquired all of its publicly-held securities in the US, became a private company and ceased trading on NYSE.
Represented a party in joint venture for the acquisition and operation of a port in California.
Acted as counsel to SPAC in de-SPAC transaction pursuant to which SPAC merged with and into a leading private aviation company in the US.
Acted as outside general counsel for all US securities law matters to a regulated electric and gas utility.
Representation of venture capital firm-backed SPAC in $240 million initial public offering and listing on NYSE.
Serve as outside general counsel to US subsidiaries of offshore insurance holding company.
Served as counsel to funds managed by a private equity fund in the acquisition of rail infrastructure assets and related equipment by a portfolio company.
Advising a hedge fund on railroad commercial and regulatory issues in connection with the fund’s acquisition of a rail holding company and its freight railroads.
Represented a Turkish manufacturer in a $500 million joint venture for a mine to be developed in the western United States.
Acted for a syndicate of underwriters on a $126.6 million bought deal treasury and secondary public offering of trust units of a REIT.
Acted for a Canadian pension investment manager in its strategic initiatives, including (i) the acquisition of a 9.9% interest in a US renewable energy company; (ii) the joint venture between the companies to co-invest in various renewable projects; and (iii) the joint acquisition with the US renewable energy company of interests in wind projects in Canada and the United States.
Acted for an internet service provider in its US and Canadian private placement of $230 million in high yield notes, its $75 million incremental secured term loan, its repurchase and redemption of existing high yield notes, and its associated consent solicitation.
Acted for a US investment management firm in connection with its $49 million strategic investment in common shares (resulting in a 16.7% aggregate equity interest) and 10% senior secured high yield notes of an energy company and negotiation of an investor rights agreement with the issuer.
Acted for a Canadian-based gold producer in connection with its $220 million direct registered offering of common shares to an institutional investor in the United States. The shares were sold pursuant to a cross-border shelf prospectus and prospectus supplement filed under the multijurisdictional disclosure system.
Acted for an early-state venture fund in the formation of its first Canadian venture capital seed fund.
Acted for a syndicate of underwriters in connection with a $193 million bought deal public offering of trust units of a REIT. The REIT intends to use the proceeds from the offering to fund a portion of the purchase price for its $242 million acquisition of a portfolio of six multifamily properties.
Representation of a US Spanish-language media company in a public offering of its common stock and warrants and the listing of its shares of common stock on NASDAQ.