Education

  • University of Pennsylvania Law School (JD)
  • US Naval Academy (BS)

Bar Admissions

  • California

Languages

  • German

Scott leads the firm's Corporate Real Estate Practice and was previously the Co-chair of the firm's Real Estate Section.  He is nationally-recognized as an expert on commercial lease transactions and lease-related issues, particularly involving research & development (R&D) and manufacturing facilities of technology-based companies.  His clients include both landlords and tenants of office, medical, retail, industrial and mixed-use projects.  Scott’s record of transactions involve some of the largest single-tenant projects in the U.S., with insight from both sides of the negotiating table from working with institutional investors and landlords, as well as tenants (including several Fortune 500 companies), in leases, sale-leasebacks and joint venture transactions. 

A recent example of a transaction in which his experience on both sides of the table enhanced the value of the transaction to both parties involved the structuring of a unique “convertible lease” transaction in consultation with landlord’s and tenant’s accounting and tax advisors for the acquisition and build-to-suit development of a 1.2 million square foot office, warehouse and distribution facility on 42 acres of a 258 acre site in Ontario, California.  Structuring the lease to satisfy Subdivision Map Act requirements and various conditions of project financing, site entitlements, and State and local tax incentives, and the tenant’s requirement for long-term control, Scott developed a bifurcated lease arrangement, consisting of a “standard” build-to-suit operating lease with a tenant option to convert the initial lease to a capital lease after the landlord’s minimal holding period for capital gains recognition was satisfied.  In structuring the transaction, the landlord achieved a number of benefits arising out of the structure, including remuneration for a share of the tenant’s development incentives and tax benefits (which otherwise would have been of no benefit to the landlord).

Scott’s background in operational engineering informs his approach to documenting leases as both legal agreements, allocating rights and obligations between the parties, and as “operating manuals” with clear provisions and processes for administrative efficiency and avoiding costly and time-consuming lease disputes. His structuring and negotiation efforts are focused on providing clear advice and reasoned recommendations based on a pragmatic balancing of the parties’ priorities in order to expedite the completed transaction. In doing so, Scott is proactive in recommending when additional input is appropriate.  For example, in representing one of the first developers of multi-tenant internet hosting data centers in the development of its colocation services agreements, in addition to input from the client’s engineering and construction advisors on the technical aspects of services, he consulted with the client’s sales and marketing team and with its risk managers and insurance advisors to verify that the technical input to those agreements conformed to customer expectations and the client’s underwriting policies.  

Scott’s clients also rely on him to negotiate their agreements for services and transactions related to their leasing activities and the management of their properties, such as master service agreements with real estate brokers, property managers and investment advisors; design and construction agreements with design professionals, contractors, construction managers and project advisors; and equipment leases, fixture financings and tax-ownership transfer and allocation agreements.  Scott is also skilled in resolving lease disputes and the structuring of workout strategies.  Over the past decade, he has also developed a network of co-counsel leasing lawyers in foreign jurisdictions, with whom he has developed lease documents for clients leasing of foreign investment assets for overseas operations of U.S. companies.  Lease documents with provisions clearly indicating where local practice diverges from standard U.S. practice have helped clients to achieve “preferred provider” status for the leasing of their foreign investment assets to overseas subsidiaries of U.S. companies. 

Representative Matters

  • 1,200,000 square foot office, warehouse and distribution facility build-to-suit lease in Ontario, California, for the world’s leading video and e-commerce retailer, structured as an operating lease with a tenant option to convert the operating lease to a capital lease after minimum capital gains holding period.
  • 28 acres of land in San Diego ground leased to the U.S. subsidiary of an Irish pharmaceutical company for the tenant’s development of a 450,000-square-foot regional headquarters, consisting of office, pharmaceutical R&D and manufacturing, with warehouse and distribution facilities
  • 280,000 square foot build-to-suit lease for the North American manufacturing operations of CareFusion Corporation, a global medical device company, located on 40 acres of land outside Minneapolis acquired from a public agency of Ramsey County, Minnesota, including the structuring of the purchase agreement and lease to accommodate the tenant’s tax incentives and a sharing agreement between landlord and tenant allocating development credits and related tax benefits.
  • 750,000 square-foot multi-building office and pharmaceutical R&D campus build-to-suit development and lease to initial tenant of the Helix Biotech Campus, located on 40 acres of land acquired from Port of Seattle on the Seattle waterfront
  • Sale-leaseback of 200,000 square-foot biotech headquarters and R&D campus in San Diego, California, with landlord option to terminate lease, and subsequent recapture and phased surrender/delivery of leased premises to replacement tenant, and expansion agreement to develop an additional 50,000 square-foot building and renovate project improvements
  • 180,000 square-foot full-building renovation lease using tax incentives obtained by medical device company/tenant for a manufacturing facility located outside of Dayton, Ohio
  • 75,000 square foot 5-building office project in El Segundo, California, leased to leading developer and manufacturer of clinical stage immunotherapies, for tenant-funded entitlement and redevelopment as a biotech office, research and development campus, including full-building cGMP pilot plant space. The Lease is fully assignable to the co-developer of the pilot plant product following Phase 1 & 2 clinical trials if certain financial and product-approval milestones are satisfied.
  • 750,000-square-foot medical device manufacturing facility developed on 40 acres ground leased from California State University Northridge and leased to company formed by inventor of the electronic insulin infusion pump
  • 500,000-square-foot build-to-suit industrial lease of a biotechnology manufacturing campus in Rhode Island with a leading contract manufacturer of biotech clinical-stage therapies.
  • Over 6,000,000 square feet of build-to-suit corporate headquarters office and electronic R&D facilities under multiple leases on 225 acres of land in San Jose, California, involving a leading networking hardware company
  • Represented the first developer of internet data centers in its acquisition, development and hosting agreements for multi-tenant colocation services involving approx. 50 data center facilities in the U.S., Canada and Europe
  • Represented multiple owners and developers of semiconductor fabrication facilities and in related financing of capital equipment to semiconductor manufacturers in the U.S., Japan and Singapore
  • Represented the developer of a 19-acre Brownfields site (a portion of the former Fairchild Semiconductor manufacturing site) in Mountain View, California in its acquisition, redevelopment and leasing of the site to a leading storage management software company.

Recognitions & Awards

  • Best Lawyers in America: Real Estate Law (2013 – 2018)
  • Included on the San Diego, California Super Lawyers list (2013 – 2017)
  • Editor-in-chief of the University of Pennsylvania Law Review