Scott Towers

Tel 215.864.8632
Fax 215.864.8999

Scott Towers concentrates in the areas of mergers and acquisitions, general corporate law, and business transactions. Scott has represented private and public companies in acquisitions and divestitures, corporate governance issues, and a variety of business matters, such as the drafting and negotiation of product distribution, employment, confidentiality, noncompetition, shareholder, accounts receivable factoring, and licensing agreements.

Scott has advised boards of directors of several public company clients on takeover defenses and Pennsylvania's antitakeover statutes. He has represented, in a Pennsylvania counsel capacity, bidders and target corporations in hostile takeover attempts and proxy battles involving publicly traded Pennsylvania corporations. He has also represented individual and corporate clients in the formation of partnerships, corporations, and limited liability companies.

Before joining Ballard Spahr, Scott was an attorney in the Attorney General's Honor Program assigned to the U.S. Department of Justice, Tax Division, Appellate Section, in Washington, D.C.

Representative Matters

  • Represented a Fortune 500 company in connection with several acquisitions of refined petroleum products bulk terminals and petroleum product transportation assets
  • Represented a brain injury rehabilitation organization with facilities in Pennsylvania in its sale to a private equity firm
  • Represented a NASDAQ company in a proxy battle commenced by a shareholder group seeking to get its nominated directors elected to the company's board
  • Represented (as Pennsylvania counsel) the special committee of an AMEX company in connection with the auction of the company and the resulting going-private transaction with a management-led group
  • Represented (as Pennsylvania counsel) NeighborCare in connection with its year-long defense against an unsolicited takeover bid by Omnicare and in connection with its eventual negotiated sale to Omnicare
  • Represented a Fortune 500 company in connection with its proposed sale for approximately $2 billion
  • Represented the special committee of the board of directors of a Fortune 500 company in a going-private transaction
  • Represented a Fortune 500 company in connection with its contemplated hostile bid to acquire another Fortune 500 company
  • Represented a Fortune 500 company in connection with its defense against a hostile takeover attempt, including its adoption of a shareholders rights plan in response to an unsolicited takeover attempt
  • Represented a Fortune 500 company in connection with its adoption of a Section 382 rights plan as a means to protect its net operating loss carryforwards and other tax assets
  • Represented a Fortune 100 company in connection with the formulation of a  joint venture relating to its agricultural business in Central America
  • Represented a shareholder of a Fortune 500 company in connection with its proxy solicitation to thwart the proposed $2 billion sale of the company
  • Represented a Fortune 500 company in connection with a four-for-one stock split

Judicial Clerkships

Hon. Vincent J. Poppiti, Superior Court of the State of Delaware

Professional Activities

American Bar Association, Business Law Section, Mergers & Acquisitions Committee

Ballard Spahr's Pro Bono Committee

Recognition & Accomplishments

Named as one of "Philadelphia's Top-Rated Lawyers" for Business Law by The Legal Intelligencer, 2012

Publications and Speaking Engagements

Moderator, "Pennsylvania Takeover Legislation," Pennsylvania Bar Institute, October 2015

Co-author, "Pennsylvania Corporate Practice and Forms, The Ballard Spahr Manual," Data Trace Publishing Company, last ed., January 2014

Co-author, "Poison Pills: Defending Against Takeovers in Troubled Times and Protecting NOLs,", December 2013

Co-author, "Change to Delaware General Corporation Law May Enliven 2010 Proxy Season," Wolters Kluwer Law & Business, May 15, 2009

Co-moderator, "Shareholder Access and Proxy Statement Disclosure," Ballard Spahr CLE For Free, 2009

Speaker, "Choice of Form of Business Entity," Delaware Valley Association of Corporate Counsel – Small Business Clinic, 2007

Board Memberships

Homeless Advocacy Project, Director and member of Executive Committee

St. Peter's School, Trustee and member of Executive Committee

Widener University School of Law (J.D. 1990, cum laude)
Member, The Delaware Journal of Corporate Law; Author, "Ivanhoe v. Newmont Mining Corp: The Unocal Standard–More Bark Than Bite?" 15 Del. J. Corp L. 483, 1990

Fairfield University (B.S. 1986)

New Jersey