Strategic & Practical Advice

Wornow Legal & Advisory Services offers over 25 years of sophisticated legal, business and corporate counselling experience to its clients through cost-effective fee arrangements that properly align lawyer and client interests.

The Firm also provides consulting services for companies and Corporate Legal Departments seeking to enhance departmental operations, improve performance of their external law firms and reduce legal fees.

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About the Founder

With decades of experience, Mr. Wornow’s clients have ranged from small and medium-sized businesses to the largest, most well-known companies in the world.

They've included Fortune 500 companies, early-stage and privately-held ventures, emerging growth companies, private equity and venture capital funds, pre-eminent investment banks, and senior management teams and executives.

We have advised small, medium and large corporations in connection with mergers and acquisitions; Boards of Directors, Audit Committees, Compensation Committees, Corporate Governance Committees and Special Committees of publicly-traded and privately-held companies on corporate governance, investigatory matters and risk management issues; founders of start-ups in connection with seed and early stage financings; Fortune 500 companies in connection with debt and equity financings; management teams in connection with employment matters; technology companies in connection with their commercial, vendor and technology agreements and their evolving intellectual property strategies. We have offered advice on all matters that fall within the scope and responsibilities of the general counsel’s office and have done it from all sides and perspectives of a transaction.

Unique Expertise

Mr. Wornow brings in-depth knowledge to his clients through a unique blend of experience, having previously served as:

Chief Legal Officer & General Counsel for publicly-traded technology companies

Partner at multiple International Law Firms in Silicon Valley and New York

Executive Vice President for Legal & Business Affairs at a leading technology company

Chief Restructuring Officer for a technology company

Board Advisor for technology companies

Start-up Mentor at a technology incubator


Because of our unique set of experiences, our core competencies allow us to offer advice on a wide range of issues, including:

General Counsel

Retained General Counsel services, acting as external General Counsel to manage all of a company's legal needs

Corporate Matters

Advice on general corporate, securities, and commercial matters, including securities laws, disclosure matters, and stockholder relations

Technology & Commercial Transactions

Advice on technology and commercial transactions, vendor and supply agreements, and licensing matters

Capital Formation

Advice regarding fund raising, including the issuance of equity, debt, convertible securities and bank financing

M & A

Advice regarding mergers and acquisitions

Intellectual Property

Advice related to intellectual property portfolio strategies, development, and licensing

Silicon Valley

Representation of foreign corporations and non-California-based law firms in Silicon Valley

Cross Border Transactions

Advice on cross-border technology and commercial transactions

Legal Department Consulting

Mr. Wornow reduced Atmel external legal expense from $25 million/year to $8 million/year, while also winning multiple departmental awards. Leveraging that success, the Firm advises companies and corporate legal departments on methods for enhancing operations, improving quality and reducing legal costs.


Mr. Wornow is a legal industry thought leader and has written extensively on the use of alternative fees and billing arrangements.

We do not believe that hourly billing arrangements are effective for ensuring efficiencies, for delivering predictable billing statements, or for aligning the risks and rewards of any engagement.

For those reasons, we do not use typical hourly billing arrangements. We strive to structure a fee arrangement in coordination with our clients – whether success-based, contingent or otherwise – that we and our client believe will serve to best ensure the optimal outcome and a fully satisfied client.

We have the flexibility and interest in designing effective fee arrangements based on the circumstances of the engagement and the specifics of any client relationship.

Founding Partner


Connect on LinkedIn

Profile in Modern Counsel


Scott Wornow has more than 25 years’ legal experience in public and private companies and as a Law Partner at international law firms. Scott has served as Chief Legal Officer, Chief Compliance Officer, Chief Restructuring Officer and Executive Vice President for Legal and Business Affairs at public and private technology companies.  He has served as a Partner at Paul Hastings, Goodwin Procter and Baker Botts, with a client base that included Fortune 500 companies, small, mid-cap and start-up entities, “bulge bracket” investment banks, venture firms and private equity funds.

Scott has practiced at the highest levels of the legal industry on both the East and West Coasts, has taken companies public as both internal and external counsel, developed and managed legal departments at multiple companies, helped raise billions in capital, and closed multiple billions of public and private company M&A transactions.


Mr. Wornow has led and managed legal departments that have won multiple awards and industry recognition:

Winner: New York Stock Exchange Governance, Risk & Compliance Leadership Awards, 2015 Best Governance, Risk & Compliance Program at Small to Mid-Cap Company

Finalist: Global Counsel Awards (sponsored with Association of Corporate Counsel), 2014 Employment Department of the Year

Commended: Financial Times, 2015 Most Innovative In-House Law Departments (corporate training and risk mitigation programs)

Commended: Financial Times, 2014 Most Innovative In-House Law Departments (aligning performance and value for external counsel)




Senior Vice President
Chief Legal Officer
Chief Compliance Officer
Corporate Secretary


Executive VP of Legal & Business Affairs


Chief Restructuring Officer
Vice President
General Counsel
Corporate Secretary

Law Firms

Baker Botts LLP

Corporate Partner
Founder, West Coast Corporate Practice

Goodwin Procter LLP

Corporate Partner

Paul Hastings LLP

Corporate Partner

Academic Qualifications

Harvard Law School

(Cambridge, Massachussetts)
Juris Doctor
Cum Laude

Cambridge University, Downing College

(Cambridge, England)
B.A. and M.A. in Law
First Class Honors
Downing College Scholar

University of Virginia

(Charlottesville, Virginia)
B.A. in Economics
Summa Cum Laude
Phi Beta Kappa
Omnicron Delta Epsilon Economics Honor Society

Additional Experience

Board of Directors (through April 2016) of Semiconductor Industry Association, the principal policy organization of the U.S. semiconductor industry

Start-up Mentor at Bishop Ranch Intelligence and Innovation Accellerator

Audit Committee (2014-present) at the College Preparatory School in Oakland, California

Advisory Boards at Penthera Partners (mobile software) and Covalent Data (IP software)



Modern Counsel, "Reclaiming the Legal Department: Why Scott Wornow Took Legal Back from Outside Counsel and How the Change Has Impacted Atmel’s Bottom Line," April 2016

California Law Recorder, "Profile of Scott Wornow," March 21, 2013

California Daily Law Journal, "Profile of Scott Wornow," December 12, 2012

San Francisco Daily Journal, "Successful Alternative Fee Arrangements Require Effective Lawyer-Client Alignment," August 2017

San Francisco Daily Journal, "When Law Firms Look and Sound Alike," June 2017

San Francisco Daily Journal, "When a “Standard” is Raised, Ask Why," April 2017

State Bar of California, Business Law News, "Minutes Deserve More Time," December 2016

San Francisco Daily Journal, "Focus on Value," November 2016

San Francisco Daily Journal, "Compliance Programs Even More Essential After Jensen," October 2016

San Francisco Daily Journal, "Kids Get Grades - Why Not Law Firms," August 2016

San Francisco Daily Journal, "Essential Triad of Risk Management," June 2016

San Francisco Daily Journal, "The Art of the Minutes," May 2016

San Francisco Daily Journal, "Model T Laws in a Tesla-Driven World," April 2016

San Francisco Daily Journal, "Assessing the In-House Revolution," April 2016

San Francisco Daily Journal, "Thoughts on the State of Corporate Governance," March 2016

CIO Review Magazine, "Rethinking Legal Technology," March 2016

San Francisco Daily Journal, "Blinded by Just Thinking Like a Lawyer," July 2015

San Francisco Daily Journal, "Syncing Outside, Inside Counsel," February 2015

San Francisco Daily Journal, "Rethinking the ‘Professional Pyramid'," January 2015

San Francisco Daily Journal, "Exclusive Forum Bylaws May Have Unintended Consequences," November 2014


Co-author, Chapter on "Technology", for Thomson Reuters Publications - Successful Partnering Between Inside and Outside Counsel, 2013; 2014; 2015; 2016 and 2017

Representative Matters

Future Tech Capital Acquisition of Uni-Pixel

  • Advised purchaser of technology company through a negotiated “363” bankruptcy sale process and development of new manufacturing facilities in China

Atmel Corporation

Leading semiconductor, software and “Internet of Things” company
  • Advised Board of Directors, Audit Committee, Compensation Committee and Corporate Governance Committee on all legal matters
  • Negotiated and led sale of company for $3.6 billion
  • Negotiated and led sale of multiple business lines and units
  • Negotiated and led acquisitions of multiple companies
  • Negotiated and led corporate financing transactions
  • Negotiated vendor and commercial agreements
  • Negotiated technology licensing agreements
  • Developed intellectual property strategies and portfolio for patent portfolio with more than 1,700 patents
  • Managed intellectual property and patent litigations
  • Developed and implemented corporate governance, risk management and global training programs
  • Coordinated global employment hiring and workforce reductions with human resource department
  • Coordinated internal investigations and reviews
  • Managed filings with Securities and Exchange Commission
  • Assisted in the design and development of equity incentive and performance plans
  • Managed compliance with data privacy, trade regulations and all other compliance matters

Pacific Gas & Convenience Retail and Gasoline Stations

Largest independent convenience and gasoline retailer on West Coast
  • Negotiated $800 million acquisition of ConocoPhillips west coast gas station assets across multiple states
  • Negotiated and led financing for ConocoPhillips acquisition
  • Managed real estate acquisitions undertaken in connection with acquisition

Storm Ventures Silicon Valley Venture Capital Firm

  • Represented Storm Ventures in venture capital investments

Start-up Companies

  • Represented multiple start-up technology companies in connection with formation, funding, commercial transactions, and operations

OpenTV Corp

World’s leading interactive television software developer and services provider
  • Negotiated and led sale of company
  • Negotiated and led multiple corporate acquisitions
  • Managed global legal and regulatory affairs
  • Developed, managed and monetized industry leading intellectual property portfolio

OmniSky Corporation

One of the first companies to provide wireless data and wireless internet services to consumers
  • Assisted in raising $120 million of venture financing
  • Managed initial public offering within 15 months of formation
  • Managed global legal and regulatory affairs
  • Appointed Chief Restructuring Officer to lead successful “363” bankruptcy sale

EchoStar Communications (represented Donaldson, Lufkin & Jenrette)

  • $1 billion Rule 144A convertible subordinated notes offering
  • $1 billion secondary offering on behalf of Newscorp and MCI
  • $2 billion Rule 144A high yield offering
  • $200 million Rule 144A Series B Preferred Stock offering
  • $100 million Series C Preferred Stock public offering
  • $60 million common stock offering
  • Represented DLJ as financial advisor in connection with proposed EchoStar/News Corp. merger

PSINet (represented DLJ)

  • $1.2 billion Rule 144A high yield offering of euro and dollar notes
  • $750 million Rule 144A high yield offering of euro and dollar notes
  • $400 million common stock offering
  • $400 million Series C Preferred Stock public offering
  • $850 million Rule 144A high yield offerings

Donaldson, Lufkin & Jenrette

  • Represented DLJ in debt and equity underwriting transactions in the telecom, media telecom sectors

GE Capital Corporation

  • Represented GE Capital in connection with its $8 billion acquisition of Japan Leasing Corporation, which was the largest bankruptcy, and acquisition, in Japanese history
  • Represented GE Capital Communications Services, telecommunications subsidiary of GE Capital, in connection with acquisitions

AT&T Communications (formerly SBC Communications)

  • Represented SBC and Pacific Bell in connection with negotiation of long distance reseller arrangements with Sprint Corporation
  • Represented SBC in connection with proposed cellular investments in South America

Sony Corporation of America

  • Represented Sony in connection with private equity investments in entertainment and technology companies, including TiVo, Inc., I3 Mobile, Inc., Reflectivity, Packet Video and IFrame.

Charter Communications

  • $500 million Rule 144A high yield offering
  • Represented Charter in connection with cable television acquisitions

Bresnan Communications

  • Represented Bresnan Communications in connection with Polish cable/telephony investments
  • Represented Bresnan Communications in connection with Rule 144A high yield offering

Wasserstein Perella Emerging Markets Fund

  • Represented principals in connection with management-led buyout of emerging markets investment fund

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