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.
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:
Retained General Counsel services, acting as external General Counsel to manage all of a company's legal needs
Advice on general corporate, securities, and commercial matters, including securities laws, disclosure matters, and stockholder relations
Advice on technology and commercial transactions, vendor and supply agreements, and licensing matters
Advice regarding fund raising, including the issuance of equity, debt, convertible securities and bank financing
Advice regarding mergers and acquisitions
Advice related to intellectual property portfolio strategies, development, and licensing
Representation of foreign corporations and non-California-based law firms in Silicon Valley
Advice on cross-border technology and commercial transactions
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.
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
Executive VP of Legal & Business Affairs
Chief Restructuring Officer
Founder, West Coast Corporate Practice
B.A. and M.A. in Law
First Class Honors
Downing College Scholar
B.A. in Economics
Summa Cum Laude
Phi Beta Kappa
Omnicron Delta Epsilon Economics Honor Society
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
Future Tech Capital Acquisition of Uni-Pixel
Atmel CorporationLeading semiconductor, software and “Internet of Things” company
Pacific Gas & Convenience Retail and Gasoline StationsLargest independent convenience and gasoline retailer on West Coast
Storm Ventures Silicon Valley Venture Capital Firm
OpenTV CorpWorld’s leading interactive television software developer and services provider
OmniSky CorporationOne of the first companies to provide wireless data and wireless internet services to consumers
EchoStar Communications (represented Donaldson, Lufkin & Jenrette)
PSINet (represented DLJ)
Donaldson, Lufkin & Jenrette
GE Capital Corporation
AT&T Communications (formerly SBC Communications)
Sony Corporation of America
Wasserstein Perella Emerging Markets Fund