Scott Bodkin closes middle-market transactions (into nine figures) for Texas founders — sales and acquisitions, with the tax structure and personal plan designed in the same engagement. He leads the firm’s M&A, tax, and outside general counsel practice. His LL.M. in Taxation from Northwestern Pritzker shows up in the deal structures he builds and the partnership economics that work the way they were negotiated.
Recent representative matters include:
- Represented the founder-owners of a Texas multi-entity industrial-services platform in a definitive sale to a private-equity acquirer. Negotiated the membership-interest purchase agreement opposite a national law firm; allocated consideration across two operating entities; drafted working-capital collar terms; and coordinated treatment of real-estate leases and employee transaction bonuses through close.
- Counseled the founder of a Texas-based investment-management business on the multi-year transfer of carried-interest economics into a family limited-partnership and irrevocable-trust structure. Coordinated formation of the family vehicles, drafted the membership-interest assignments and amended-and-restated general-partner agreements, integrated the transfers with a revocable living trust and trusts for the principal's children, and worked alongside an outside valuation firm, the family's wealth advisor, and fund-side outside counsel to close at a fresh appraisal date.
- Drafted the offering memorandum, subscription agreement, and limited-partnership documents for a Texas-based private investment fund, and structured a parallel single-purpose investment vehicle through which a separate family-office client participates in the fund's underlying portfolio. Reconciled comments from the principal's outside tax counsel and accounting team across multiple investor categories and closed a clean executed package.
- Designed pre-sale personal tax structuring for the founder of a closely held Texas operating business preparing for a strategic exit. Modeled qualified-small-business-stock and installment-sale alternatives, evaluated entity-conversion timing and state-of-formation choices, and identified gift- and trust-funding moves to occur ahead of the binding letter of intent so the founder's personal plan and the business sale would close cleanly together. Engagement coordinated with the founder's existing estate counsel, CPA, and wealth-advisory team.
- Reorganized a Texas family's multi-entity ownership structure to align with the family's estate plan and tax-reporting obligations. Audited the family's operating and dormant entities, converted out-of-state entities into Texas LLCs, updated operating agreements and franchise-tax affiliate disclosures, and coordinated with the family's accountants and wealth advisor on the downstream estate-administration and return implications.
Scott holds a B.A. from the University of Texas at Austin, a J.D. from Tulane Law School, and a Master of Laws in Taxation from Northwestern Pritzker School of Law. He is admitted to practice in Texas and New York.
Scott has twice served as President of the Denton County Bar Association and has chaired both its Real Estate, Probate & Trust Law and Business Law sections. He is also a partner in Founders Strategic Ventures, an M&A advisory firm that provides sell-side advisory and post-close operational support to closely held businesses; engagements that span both firms are documented under separate engagement letters with written conflict disclosure and consent.
Scott approaches transactions through a tax lens. He focuses on the structuring choices that materially affect after-tax outcomes, including installment sales under §453, qualified small business stock under §1202, partnership hot-asset and §736 analysis, and grantor and non-grantor trust-based acquisition vehicles, and applies the same analysis to the ownership planning his clients carry forward after a sale. Over the last five years he has worked with and against national and regional transactional firms in middle-market deals, including Ballard Spahr, Condon Tobin, Hogan Lovells, King & Spalding, Morgan, Lewis & Bockius, Thompson Coe, and Vinson & Elkins.
