Wornow Legal & Advisory Services offers 30+ years of sophisticated legal, business, and corporate counseling experience.

We offer cost-effective and alternative fee arrangements to align our interests with those of our clients.

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Services


General Counsel

Act as outside General Counsel for start-ups, early-stage, and middle-market companies. Former award-winning General Counsel and Senior Executive for three publicly-traded companies. Expert in corporate governance, compliance, and legal management.

Commercial Transactions
& Technology Licensing

Advice on structuring, negotiating, and executing commercial transactions, technology licenses, intellectual property development, and day-to-day contractual matters.

M&A and Strategic Advisory

Buy and sell-side representation. Structured, negotiated, and executed more than $25 billion in M&A and corporate transactions. Strategic consulting and restructuring advisory services.

Venture Capital
& Private Equity

Managed over $15 billion in private equity, venture capital, and other financings.

Founding Partner


Bio

Scott Wornow has over 30 years of legal experience in public and private companies and as a Law Partner at international law firms.

 

Wornow has practiced at the highest levels of the legal industry on both the East and West Coasts, 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.

Experience

Wornow brings in-depth knowledge to his clients through a unique blend of experience.


Chief Legal Officer and General Counsel for publicly traded technology companies

Partner at multiple international law firms in Silicon Valley and New York (admitted to practice in both California 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 Silicon Valley technology incubator and UC Davis Entrepreneurship Institute

Vice-Chair of the Business Law Section of the Bar Association of San Francisco

Awards

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


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

Employment Department of the Year. Global Counsel Awards (sponsored with Association of Corporate Counsel).

Most Innovative In-House Law Departments (corporate training and risk mitigation programs). Financial Times.

Most Innovative In-House Law Departments (aligning performance and value for external counsel). Financial Times.

Thought Leadership




Articles



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

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

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

"Ethical Lapses, Illegal Actions and Corporate Governance." San Francisco Daily Journal. May 2019. Read Online.

"Connected Buildings, Connected Things and Security Considerations." San Francisco Daily Journal. February 2019. Read Online.

"Tech is Bringing Changes to Construction." San Francisco Daily Journal. January 2019. Read Online.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Books



Successful Partnering Between Inside and Outside Counsel. Co-author, Chapter on "Technology". Thomson Reuters Publications. 2013-2020.

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

Experience



Chief Legal Officer / General 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 Firm Partner

Founder, West Coast Corporate Practice


Partner


Partner

Education

Harvard Law School


Juris Doctor
Cum Laude

Cambridge University


B.A. and M.A. in Law
First Class Honors
Downing College Scholar

University of Virginia


B.A. in Economics
Summa Cum Laude
Phi Beta Kappa

Additional Experience

Board of Directors of Semiconductor Industry Association, the principal policy organization of the U.S. semiconductor industry

Board of Directors of Blue Dome Technologies

Start-up Mentor at Bishop Ranch Intelligence & Innovation Accelerator and UC Davis Entrepreneurship Institute

Audit Committee (2014-2020) at the College Preparatory School in Oakland, California

Advisory Boards at Penthera Partners (mobile software), Covalent Data (IP software), and Chatalyze (virtual meet-and-greets)

Vice-Chair of the Business Law Section of the Bar Association of San Francisco

Contact Us



Telephone
(650) - 452 - 3102

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