Scott E. Ludwig

Partner

sludwig@bradley.com

Huntsville P: 256.517.5149 M: 256.337.7334 F: 256.517.5249

Legal Assistant

Carol Ratliff

P: 256.517.5151 cratliff@bradley.com

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Scott Ludwig advises a broad range of clients on corporate (Delaware and Alabama), unincorporated (Delaware and Alabama LLC, LP, LLLP, LLP and GP), and non-profit entity matters for use in business, as well as family (transition and estate) planning matters, including mergers, acquisitions, conversions, restructuring, reorganizations, succession, governance, policies, and board committee issues. Scott is experienced in advising companies in high technology, life sciences (including one of the largest genome sequencing labs in the world), biotechnology, real estate and traditional products and services, including start-up and established companies, as well as advising families on entity planning issues for generational transfer of wealth and succession planning matters. This broad experience allows Scott to analyze issues from different perspectives thereby providing his clients with practical solutions.

Area(s) of Focus

University of Florida College of Law, LL.M., 1984, Richard B. Stephens Scholarship, Outstanding Student Award
University of Alabama School of Law, J.D., 1983, American Journal of Tax Policy, Editorial Board
University of Alabama, B.S., 1980, cum laude; Beta Alpha Psi; Accounting Honors; Beta Gamma Sigma; Dean's Service Award

Alabama

United States Tax Court
Supreme Court of Alabama

American Bar Association

Joint Editorial Board on Uniform Unincorporated Organization Acts, Chair (all uniform unincorporated entity acts)

Corporate Laws Committee (Model Business Corporation Act)

LLC & Partnerships and Unincorporated Entities Committee, Chair

Business Law Section, Content Officer; Council; Publications Board, Chair; Advance III, IV, and V Planning Team

Revised Prototype Limited Liability Company Act, Co-Chair

L3C and B Corporation Evaluation Committee for the White House Staff in the Office of Sciences and Technology Policy, Task Force, Chair

Comment Committee on Modifications to Determinations of Amounts Subject to Self-Employment Tax for Partners and S-Corporations in Personal Service Businesses

Comment Committee on Partnership Non-compensatory Options

Prototype Limited Liability Partnership Agreement Subcommittee, Co-Chair

Uniform Law Commission’s Revised Uniform Limited Liability Company Act, Omnibus Business Organizations Code, and Series Limited Liability Company Act, Advisor

ABA’s Standing Committee on Publication Oversight

The Business Lawyer, Editorial Board

Mergers & Acquisitions Committee, Task Force on Model Joint Venture Agreement

Nonprofit Entity Committee (Model Nonprofit Corporation Act)

Alabama State Bar

Tax Section, Chair

Federal Tax Clinic, President

Alabama Law Institute

Alabama Business and Nonprofit Entity Code Revision Committee, Reporter

Limited Liability Company Law Drafting Committee, Reporter

Limited Liability Partnership Law Drafting Committee, Reporter

General Partnership Law Drafting Committee, Reporter

Business Corporations Law Drafting Committee, Reporter

Nonprofit Corporations Law Drafting Committee, Reporter

Accolades

Rated By Super Lawyers Logo

American College of LLC and Partnership Attorneys, Founding Fellow; President American College of Tax Counsel, Fellow American Bar Association LLCs, Partnerships and Unincorporated Entities Committee’s Martin I. Lubaroff Award, 2016 Business Law Section Chair's Award Recipient, 2010 Listed in The Best Lawyers in America® Biotechnology and Life Sciences Practice, 2007-2024 Corporate, M&A, and Securities Law, 1999-2006 Corporate Law, 2006-2024 Litigation and Controversy – Tax, 2011-2024 Litigation – Trusts & Estates, 2011-2024 Non-Profit/Charities Law, 2007-2024 Tax Law, 1995-2024 Trusts and Estates, 2003-2024 Business Organizations [including LLCs and Partnerships], 2024 American Bar Foundation, Fellow Alabama Law Institute, Elected Member Listed in Mid-South Super Lawyers, Business/Corporate, 2016-2021 Listed in Alabama Super Lawyers, Business/Corporate, 2012-2015 Listed in Who's Who in American Law HudsonAlpha Institute for Biotechnology Provide legal advice for the establishment and operation of HudsonAlpha Institute for Biotechnology, HudsonAlpha Foundation, and their respective subsidiaries. The Institute focuses on genomic research, personalized genomic health, education, and economic development. The Institute is home to the world’s first Medical Genomics Clinic. Since its inception, the Institute has generated more than $2.45 billion in economic impact. Recently advised the Institute on a venture combining the Genomics Services Lab with Discovery Life Sciences, LLC, for an undisclosed amount, and assisted in the establishment of HudsonAlpha Health Alliance LLC. Additionally, provide advice on state inducement arrangements and other incentive programs/structures. Serina Therapeutics, Inc. Represented Serina since its inception. Advised Serina in raising over $30 million in various capital rounds, establishing stock option plans and other incentive programs, and various corporate governance and tax matters. Represented Serina in connection with one of the largest know cannabidiol licensing transactions for an undisclosed amount. Kailos Genetics, Inc/BioHSV Holdings, Inc. Represented Kailos and BioHSV since their inception. Advised in raising over $20 million in various rounds of equity and debt structures. Assisted with various lab agreements, FDA compliance issues, and HIPAA issues. Provide general corporate advice regarding corporate structure, corporate governance, contract issues, stock option plans, stock incentive plans, and other corporate matters. Haysland Farms Group Represent developer of large-scale commercial, residential, and mixed-use developments, including advising client on interaction with local governments, contract advice, and other corporate governance, tax, and structural advice. Indorama Provide advice to Indorama regarding tax matters, acquisition of the BP Decatur site for an undisclosed amount, construction matters, and other related matters. Rex Companies Represent developer of large-scale commercial, residential, and mixed-use developments, including advising client on contract advice, and other corporate governance, tax, and structural advice. Valley Pizza, Inc. Represented Valley Pizza in the sale of Alabama and Tennessee Dominos Pizza stores and associated real estate for an undisclosed amount. Tim Whitehead Chrysler, Inc. Represented the company in the sale of its dealership and the lease of its real property for an undisclosed amount. EGEN Represented EGEN, Inc. in connection with its sale to Celsion Corporation (Nasdaq: CLSN) for $44 million. EGEN developed nucleic acid-based therapeutics for the treatment of cancer and other diseases. Open Biosystems, Inc. Represented Open Biosystems in connection with its sale to Thermo Fisher Scientific Inc. (NYSE: TMO) for $47.5 million. Open Biosystems was a provider of RNA interference (RNAi), gene expression, and protein detection products for life science research and drug discovery. Shearwater Polymers, Inc. Represented Shearwater Polymers, Inc. in connection with its sale to Nektar Therapeutics (Nasdaq: NKTR) for $191 million. Shearwater developed a unique drug delivery process using PEG polymer technology. Nektar Local counsel to Nektar Therapeutics in issuance of $315 million convertible debt. Goodyear Local counsel to Goodyear Dunlop Tires North America, Ltd. in the acquisition of Dunlop Tires Corporation’s assets for $1 billion.