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Scott R. Wilson

Scott R. Wilson

Scott Wilson is a principal in the firm’s Baltimore office and the Co-Leader of the Corporate and Securities Practice Group. Scott represents businesses and individuals in a wide array of corporate and securities matters. His practice includes advice to private and public companies regarding corporate governance, middle market mergers and acquisitions, the sale of securities, private fund formation, the preparation of partnership and operating agreements and the drafting and negotiation of complex commercial arrangements.

Scott regularly advises public and private companies on novel issues pertaining to Maryland corporate law and Maryland REIT law, including the surrounding legal duties owed by Maryland officers, directors and trustees attendant to strategic transactions and other significant decisions. In the foregoing capacity, Scott frequently serves as special Maryland counsel, counsel to special committees or counsel to event-driven demand committees of Maryland corporations.

Scott currently serves as the Chair of the Business Law Section of the Maryland State Bar Association and the Vice Chair of the Committee on Corporation Law of the section. In his capacity as the Vice Chair of the Committee on Corporation Law, Scott regularly offers testimony on behalf of the Committee and Section Council in the Maryland General Assembly on legislation impacting the Maryland General Corporation Law and Maryland businesses.

Prior to joining the corporate and securities practice group, Scott was a business litigator whose practice focused on, among other things, corporate governance litigation, and he now leverages his prior litigation experience to add value to his clients in the transactional setting.

Representative Maryland General Corporate Law Matters

  • Strategic Maryland counsel to numerous real estate investment trusts (REITs), business development companies (BDCs) and closed-end funds in response to activist stockholders, contested election matters, proxy contests and bet-the-company litigation.
  • Maryland counsel to BDC attendant to multiparty transaction involving sale of investment portfolio followed by strategic stock sale and investment management agreement with new investment advisor.
  • Maryland counsel to serial private equity buyer of publicly-traded REITs, non-traded REITs and other Maryland corporations.
  • Maryland counsel to private credit fund attendant to conversion to BDC formed as Maryland corporations.
  • Maryland counsel to multiple publicly-traded Maryland corporations and their special committees in connection with strategic transactions.
  • Maryland counsel to multiple REITs and BDCs in connection with follow-on offerings.

Representative Middle Market Transactions

  • Counsel to GSE Systems, Inc. (NASDAQ: GVP), a developer of high-fidelity simulation systems and provider of training and consulting solutions to the nuclear power industry, attendant to its acquisitions of Absolute Consulting, Inc., a provider of technical consulting and staffing solutions to the power industry, True North Consulting, LLC, a provider of specialty engineering services to the nuclear power industry, and DP Engineering, Ltd., a specialized provider of engineering services and solutions to the nuclear power industry.
  • Sale of Flywheel Digital, a digital marketing company specializing in the marketing and sale of consumer products on, in its sale to Ascential PLC (LSE: ASCL).
  • Counsel to Fortune 500 tool manufacturer with regard to multiple divestitures of manufacturing and distribution businesses.
  • Counsel to special committee of American Realty Capital Global Trust II, Inc., a non-listed global real estate investment trust, in its merger with Global Net Lease, Inc. (NYSE: GNL).
  • Sale of Kenseal Construction Products, a leading east coast distributor of waterproofing, sealants and related construction products, to A.H. Harris, a portfolio company of Frontenac.
  • Represented fifty-percent owner in contested acquisition of Information Management Services, Inc., a leading provider of customized support to government and commercial organizations engaged in biomedical research, supervised by a court-appointed custodian in the Delaware Court of Chancery.
  • Sale of Urban Robotics, Inc., a provider of airborne military Intelligence, Surveillance, and Reconnaissance (ISR) applications, to OGSystems, LLC, a portfolio company of General Catalyst.
  • Sale of Sonexus Healthcare, LLC, a healthcare company offering a broad range of patient access and specialty commercialization services, to Cardinal Health Specialty Solutions.

Affiliations & Recognition

Professional Involvement

  • Maryland State Bar Association: Business Law Section Chair; Business Law Section Committee on Corporation Laws Vice Chair


  • Best Lawyers in America®: Selected for inclusion in the area of Corporate Law (2019)

  • Martindale-Hubbell Peer Reviewed

  • Maryland Super Lawyers® - Rising Stars Edition: Selected for inclusion in the area of Business Litigation, Intellectual Property Litigation, General Litigation (2011-2012); Business Litigation (2013); Business/Corporate (2014-2018)


Case Examples



Press Coverage


Speaking Engagements