Scott B. Lepene

Scott’s practice is multifaceted and diverse with regard to the types of clients he represents. He approaches each project by working as a partner with his clients to develop a strategy to execute and deliver the legal service that best addresses the business objective. His client base includes industries, financial services, technology, banking, manufacturing, automotive, restaurant, retail and real estate companies.

Scott’s clients include secured and unsecured creditors and debtors both in and out of court workouts and litigation as well as those in Chapter 11 proceedings, and he is an industry leader in assignments for the benefit of creditors (ABC) transactions. His expertise in this area has produced groundbreaking results benefitting various stakeholders of assignment estates and enabled companies to implement an efficient bankruptcy alternative.

Scott represents purchasers of assets in distressed asset sales in both Chapter 11 proceedings and other insolvency proceedings, particularly mid-cap private equity firms and many real estate investment firms. Scott is known to advise these types of investors on the best courses of action to leverage a rapidly changing economic market to deploy dry powder in a strategic manner that yields results.

Before practicing law, Scott was a television sports anchor/reporter who always sought to better inform his audience. In his legal capacity, Scott operates in a similar manner in advising clients and developing his business relationships.

Scott is frequently asked to comment on the overall economic landscape, actions by the Federal Reserve and what that means for investors of distressed assets.

Representative Matters

Secured Lender Representation

• Retrotope, Inc. (U.S. Bankruptcy Court for the District of Delaware). Representation of DIP Lender, stalking horse bidder and eventual winning bidder in the sub-chapter 5 chapter 11 bankruptcy of a company engaged in the clinical-stage development of first-in-class biopharmaceutical therapies for degenerative diseases.
• Family Christian, LLC (Western District of Michigan). Representation of senior lender in chapter 11 case of nationwide religious bookstore and its affiliates.
• Family Christian Stores, LLC (Delaware Chancery Court). Representation of senior lender in assignment for the benefit of creditors of nationwide religious bookstore.
• ILG, Inc. (Northern District of Georgia). Representation of secured equipment finance lender in the chapter 11 case of a trucking company.
• Valeo Scaffold (Northern District of Ohio). Representation of secured lender in the chapter 11 case of a scaffolding company and the subsequent Bankruptcy Code Section 363 sale of the company’s assets.
• South Franklin Circle (Northern District of Ohio). Representation of administrative agent and secured lender in the Chapter 11 case of a continuing care retirement community.
• Sturlz Machinery, Inc. (Northern District of Ohio). Representation of secured lender in federal district court in equipment/fixture dispute.
• Witmer’s Feed and Grain, Inc. (Mahoning County, Ohio Court of Common Pleas). Representation of secured creditor in connection with motion to intervene and marshaling of liens dispute.
• Universal Understanding Inc. (Duval County, Florida Circuit Court). Representation of secured lender’s interest in assignment for the benefit of creditors involving government contract-related dispute.
• Representation of senior lender in connection with workout of distributor of consumer retail cleaning products.
• Representation of secured lender in out-of-court workout involving multi-state restaurant group.
• Representation of secured lender in out-of-court workout involving injection molding company.
• Representation of agent and secured lender in out-of-court workout involving manufacturer of tunnel boring equipment.
• Representation of secured lender in an out-of-court workout involving a digital printing business and subsequent secured party sale transaction.
• Representation of Ohio community bank in various workouts and bankruptcy proceedings.

Creditor Rights/Sales Transactions

• L&L Wings (U.S. Bankruptcy Court for the Southern District of New York). Special counsel to the creditors committee in the chapter 11 bankruptcy of a beach apparel retailer with 26 locations nationwide.
• Eastman Kodak Company (Southern District of New York). Representation of creditor and former related entity of Eastman Kodak in connection with asserting intellectual property rights and ownership to certain equipment.
• Montreal Maine & Atlantic Railway Ltd. (District of Maine). Representation of rail line creditor in connection with (i) resolution of resulting trust dispute that arose out of parties’ course of dealing and (ii) debtor’s sale of assets.
• Valley Forge Composite Technologies, Inc. (Middle District of Pennsylvania). Representation of unsecured creditor in challenging debtor’s attempt to obtain post-petition financing and assert creditor’s rights in bankruptcy proceeding.
• Senco Products (Southern District of Ohio). Representation of Spanish company that manufactures agricultural tools in the bankruptcy of its unrelated U.S. distributor and successfully renegotiating terms of a distributor agreement, which included a significant cure payment for the client.
• Lumber Products (District of Oregon). Representation of door manufacturer in defense of preference action and assertion of Bankruptcy Code Section 503(b)(9) administrative expense claim.
• Detamore Elizabeth Place (Southern District of Ohio). Representation of nursing care provider in successful negotiation of nursing home lease with the landlord, which had filed a chapter 11 bankruptcy.
• Great Lakes Comnet, Inc. et.al. (Western District of Michigan). Representation of stalking horse bidder/winning bidder in 363 sale.
• Constellation Enterprises, et.al. (District of Delaware). Representation of winning bidder in 363 sale.
• Representation of automobile dealer in negotiation and settlement with former owner of company.
• Representation of metal supplier in federal district court to recover outstanding amounts owed by one of its customers.

Assignment for the Benefit of Creditors/Receiverships

• MacuLogix, Inc. Representation of assignee in the Delaware Chancery Court in an assignment for the benefit of creditors of a company that manufactures ocular equipment for early detection of macular degeneration.
• Bloxr Corporation (Delaware Chancery Court). Representation of assignee in assignment for the benefit of creditors in connection with company that manufactures radiation protective products in the health care, dental, veterinary, and nuclear industries.
• Aureon Biosciences, Inc. (Delaware Chancery Court). Representation of an assignee in an assignment for the benefit of creditors and subsequent liquidation of a life science company specializing in predictive and personalized cancer treatment options.
• Danotek Motion Technologies, Inc. (Delaware Chancery Court). Representation of assignee in assignment for the benefit of creditors in connection with a developer of energy conversion systems for wind energy and industrial markets.
• Nimble TV, Inc. (Delaware Chancery Court). Representation of assignee in assignment for the benefit of creditors in connection with the developer of technology in the cable television industry.
• Oberon Media, Inc. (Delaware Chancery Court). Representation of assignee in assignment for the benefit of creditors for a developer of interactive video games and digital content.
• WorkWe/1 Systems, Inc. (Delaware Chancery Court). Representation of assignee in assignment for the benefit of creditors for a provider in musculoskeletal wellness and soft tissue illness treatment and prevention solutions to employers.
• Zadspace, Inc. (Delaware Chancery Court). Representation of assignee in assignment for the benefit of creditors for a provider of advertising material.
• Click Security, Inc. (Delaware Chancery Court). Representation of assignee in assignment for the benefit of creditors for a provider of security analytics to enterprises.
• Make Meaning, Inc. (Delaware Chancery Court). Representation of assignee in assignment for the benefit of for an operator of make-your-own crafts entertainment centers.
• Organic Motion, Inc. (Delaware Chancery Court). Representation of assignee in assignment for the benefit of creditors for a developer of markerless motion capture software and systems.
• Q Factor, Inc. (Delaware Chancery Court). Representation of assignee in assignment for the benefit of creditors for a provider of a mobile delivery network software development kit.
• JackThreads, Inc. (Delaware Chancery Court). Representation of assignee in assignment for the benefit of creditors for an online clothing retailer.
• LeisureLink, Inc. (Delaware Chancery Court). Representation of assignee in assignment for the benefit of creditors in connection with assignment for the benefit of creditors for a vacation rental distributor.
• Digital Signal Corporation, Inc. (Delaware Chancery Court). Representation of assignee in assignment for the benefit of creditors for a developer of three-dimensional long-range facial recognition technology.
• First Federal of Lakewood v. Bowdouris (Cuyahoga County Common Pleas Court). Representation of receiver in connection with the administering of an estate that includes an apartment complex.

Debtor Representation

• Williams Industrial Services et al. (District of Delaware Bankruptcy Court). Representation of the Debtors in connection with the DIP financing, sale of the Debtors’ assets and related tasks.
• Forward Foods, LLC (District of Delaware). Representation of manufacturer of protein bars in company’s Chapter 11 bankruptcy and successfully implemented the company’s plan of reorganization.
• Representation of commercial and defense contractor in out-of-court workout with lender and bonding company.
• Representation of a wholesale automobile dealer in an out of court workout with its lender and negotiating a favorable resolution that enabled the automobile dealer to successfully reorganize its operations.
• Representation of embedded computer systems designer and manufacturer in an out of court workout with its lender and successfully negotiated and obtained alternative lending facility for company.
• Implementation of a successful creditor composition plan for a residential home builder.
• Representation of computer hardware and consumer electrical distributor in restructuring of business operations.

Representative matters may include engagements before joining ArentFox Schiff.

Publications, Presentations & Recognitions

Publications

• Quoted in “Coldwater Creek and other distressed mid-market stakeholders learn ABCs as bankruptcy alternative,” Debtwire, September 10, 2020
• “The ABCs of an ABC -An ‘Assignment for the Benefit of Creditors’ Provides an Alternative to Bankruptcy,” The New York Law Journal, March 2013
• “To Possess or Not to Possess: The Lessons to Take Away from Kemp v. Countryside,” ABI Journal, September 2011

Presentations

• Presenter, “Distressed M&A Fireside Chat,” Thompson Hine Webinar Series, February 2021
• Federal Bar Association (Western District of Michigan -Bankruptcy Section) 2017 Seminar-panelist representing secured lender as part of cash collateral mock trial
• “Ohio Receivership Law: A Thing of the Past and Future” presentation given to secured lender, March 2015
• “Assignment for the Benefit of Creditors-Why they are a useful bankruptcy alternative!” US Law Firm Group/Business Reorganization Section, 2014
• “Claims Process in Bankruptcy,” Cleveland Metropolitan Bar Association’s Introduction to Chapter 11 of the Bankruptcy Code, 2012
• “Avoiding litigation risks: Strategies for Communication, Pursuing Guarantor and Effective Use of Litigation Holds,” Presentation given to various secured lenders.

Recognitions

• Selected for inclusion in Chambers USA: America’s Leading Lawyers for Business, Bankruptcy/Restructuring, Ohio, 2022 to 2024
• Selected to the Ohio Super Lawyers list, 2018-2020
• Selected to Best Lawyers, 2015-2024

Professional and Civic

Professional Organizations

• Cleveland Metropolitan Bar Association
• Ohio State Bar Association
• American Bar Association
• Turnaround Management Association

Professional Activities

• Turnaround Management Association, Cleveland Metropolitan Bar Association Joint Education Seminar, co-chair, 2011
• William J. O’Neill Great Lakes Regional Bankruptcy Institute Planning Committee, 2012 to 2014

Community Activities

• The American Heart Association’s Counsel for a Cause, Board Member, 2023 to present
• American Jewish Committee-Cleveland, 2023-present
• Milestones Autism Resources Board of Directors, 2019 to present
• Young Leadership Division of Jewish National Federation, Board Member, 2010 to 2013
• Orange School Foundation, Board Member, 2008 to 2011
• Cleveland Leadership Institute, 2010

Life Beyond the Law

Outside of the law-Scott is an avid sports fan. His favorite team is the Michigan Wolverines, and being from Cleveland, he’s always cheering for the Guardians, Browns and Cavs. Golf and karaoke are some of his favorite hobbies, and he loves spending time with his wife, Courtney, and their two children, Brennan and Raleigh.