S Deatherage Law

Practice Areas

Business

Formation and governance, commercial contracts, transactions, and outside general counsel.

In brief: Formation, governance, contracts, and transactions for private equity, lenders, real estate companies, energy developers, data center companies, and families — from a lawyer who has also run a legal department.

From 2018 to 2026 Scott was co-founder and Chief Legal Officer of Rove Charging, an electric vehicle charging infrastructure company, and its sole in-house lawyer. He built the legal function from formation of the entity, which included governance, financings, commercial contracts, real estate and siting, interconnection, regulatory compliance, privacy, employment, disputes, and other legal matters. He supported a $150 million private equity raise and a Department of Energy loan application that received phase 1 approval for $225 million.

Formation and governance

  • Entity formation and corporate structuring
  • LLC operating agreements and shareholder agreements
  • Corporate governance, policies, and board support
  • Corporate reorganizations

Transactions

Real estate, lending, mergers and acquisitions, and private equity.

  • Real estate acquisitions, sales, and sale-leasebacks
  • Lending and project finance documentation
  • Mergers, acquisitions, and asset purchases
  • Private equity investment and portfolio company transactions
  • Purchase and sale agreements
  • Membership interest purchase agreements
  • Mergers, acquisitions, and project and portfolio sales
  • Letters of intent and memoranda of understanding

Commercial contracts

  • Master services agreements and long-term services agreements
  • Procurement and supply agreements
  • Engineering, architect, and construction contracts, including AIA forms
  • Software, licensing, marketing, and distribution agreements
  • Non-disclosure, non-circumvention, non-compete, referral, and independent contractor agreements
  • Contract playbooks, templates, and approval matrices

Outside general counsel

For companies that need senior legal judgment without hiring an in-house attorney, the firm acts as outside general counsel and manages the legal affairs of the company, bringing in other outside counsel where specialized expertise is required.

Related reading: How generative AI is changing contract review.

Questions clients ask

What does outside general counsel involve?

The work includes reviewing and negotiating commercial contracts, governance and board materials, employment and vendor questions, and identifying other outside counsel whose advice may be needed where specialized expertise is required.

How are costs kept down on routine contracts?

Document automation and structured playbooks. See Use of Technology and Artificial Intelligence.