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Donald Murray
Donald J. Murray
Partner
New York +1 212 841 1101 dmurray@cov.com Download V-card

Donald Murray chairs the firm’s Securities and Capital Markets Practice Group. Resident in the firm’s New York office, Mr. Murray represents clients in public and private capital markets transactions principally in the life sciences industry. He also advises clients on general corporate matters ranging from disclosure and securities laws compliance to corporate governance to crisis management. His clients include global investment banks acting as underwriters, placement agents and initial purchasers. He also represents private and public companies, as well as their boards and management teams, concerning a wide range of corporate issues.

Capital Markets

  • Represented the underwriters in the IPO and three subsequent follow-on equity offerings, totaling approximately $1 billion, by an immuno-oncology company developing therapeutics based on chimeric antigen receptors (CAR-T) and T-cell receptors (TCR).
  • Represented the underwriters in seven public offerings, with a public offering price of over $1 billion, by a commercial innovator of an advanced DNA and blood-based oncology diagnostic.
  • Represented the placement agent in a $250 million Reg. D private placement by a company in the sports and entertainment industry.
  • Represented a biotechnology company developing oncology, virology and palliative care products in its IPO and in six subsequent follow-on equity offerings totaling over $400 million.
  • Represented the underwriters in the IPO of a China-based blood-products biotechnology company and in the Nasdaq-IPO of a Chinese-based med-tech company addressing the oncology market.
  • Represented the placement agent in a $250 million Reg. D private placement by a company developing “clean” energy technology.
  • Represented a venture capital investor in connection with a $65 million Reg. D private placement of convertible notes by a distressed life sciences company.
  • Represented a $15 billion, global manufacturer in refinancing approximately $1.9 billion in high-yield debt, including both U.S.- and euro-denominated securities.
  • Represented the underwriters in four convertible notes offerings, one follow-on equity offering and two equity distribution facilities, totaling over $2.1 billion, by a REIT investing in health care-related properties.
  • Represented a financial services company in its $175 million, “part-and-part” restart IPO.
  • Represented the underwriters in the IPO of an Irish-based developer of novel surgical instruments and implants used to treat presbyopia.
  • Represented a global investment bank in a $110 “cross-over” Reg. D private placement of convertible notes, the $81 million IPO and a $132 million follow-on equity offering of a cardiology telemedicine company.
  • Represented the underwriters in the U.S. IPO, multiple follow-on equity offerings and a Reg. D convertible notes offering by a Canadian biotech company pursuing therapies to treat protein-mediated brain disorders.
  • Represented issuers and underwriters in public offerings by companies domiciled in England, Ireland, Australia, China, Canada, and Bermuda.
  • Represented various underwriters in other IPOs of life sciences companies developing or commercializing products in areas including stroke, specialty pharma, cardiology, animal health, ophthalmology, genetic sequencing, angioplasty, transgenic animals, antibody-based immuno-oncology, and analgesia.
  • Represented the underwriters in IPOs of companies in a variety of areas beyond life sciences, including specialty chemicals, health care insurance and managed care, D&O insurance, web management services, consumer finance, consumer optical products and services, durable medical equipment, home health care, pharmacy benefits management, and skilled nursing.
  • Represented the underwriters in follow-on equity and convertible debt offerings by companies in all of the industries and sectors mentioned above.

Disclosure, Compliance, and Corporate Governance

  • Advised clients in connection with preparation of periodic and current reports (10-K, 10-Q and 8-K), proxy statements and other disclosure documents filed with the SEC.
  • Counseled public companies with respect to disclosure obligations and practices generally, including in the context of announcing or pre-announcing earnings, announcing significant business transactions and developments, web-site management, public appearances involving the media and investment community, and similar matters.
  • Assisted public clients in designing, implementing and maintaining SEC-compliant disclosure controls and procedures as well as in managing associated litigation and reputational risks.
  • Represented clients in designing and implementing exchange- and SEC-compliant corporate governance policies and practices.
  • Advised boards of directors of public companies with respect to fiduciary duties in change-of-control and other contexts.
  • Advised clients with respect to insider trading and disclosure investigations by the SEC and other regulators.
  • Advised clients with respect to corporate crises and associated disclosure obligations and litigation and reputational risks.

Mergers and Acquisitions, Licensing, and Technology Transfer

  • Represented a financially distressed client in multiple dispositions and subsequent repositioning acquisitions.
  • Represented biotechnology clients in the acquisition of intellectual property rights to “humanized” and “fully human” monoclonal antibodies, antibody-linker technology, combinatorial chemistry libraries, and prostate cancer immunotherapeutics.
  • Represented a European biopharmaceutical company in restructuring its collaboration with a global pharmaceutical company covering its lead, "blockbuster" product.
  • Represented biotechnology clients in both out-licensing and reacquiring rights to lead products.

Other Corporate Matters

  • Represented a “family office” in connection with forming a partnership with a third party to invest up to $200 million in medical technology opportunities.
  • Represented a specialty pharma’s management team in connection with its pre-IPO compensation arrangements.
  • Represented a private health care services company in connection with an $80 million acquisition and related acquisition financing as well as with its principal private equity investor.
  • Represented a start-up biotechnology company in connection with claims made by dissident stockholders, with respect to corporate governance matters, and in connection with the potential out-licensing of its platform antibody technology.
  • Represented a publicly traded, solvent company in its dissolution, winding up and distribution of net assets to its stockholders.
  • Assisted private companies in financings, corporate partnerships, litigation management and investor relations.
  • Assisted private companies (both domestic and foreign) in preparing for IPOs in the U.S., including redesigning the clients' capital structures, governance practices, compensation plans, publicity practices and relationships with internal and external personnel.
  • Represented public and private clients in connection with reverse stock splits, reincorporations, stock buybacks, and other corporate organic and recapitalization transactions.

Pro Bono

  • Mr. Murray provides ongoing legal services and advice to several non-profit organizations committed to improving health and economic wellbeing of the underprivileged in both developed and developing countries.

Memberships and Affiliations

  • American Bar Association
  • New York State Bar Association
  • Member of the Board of Directors of The Literacy Assistance Center, a not-for-profit organization that provides literacy education support to adults, out-of-school youths and families, brightening their employment and social prospects.  Mr. Murray provided pro bono services to this organization for six years prior to joining the board.
  • Chambers USA, Capital Markets: Debt & Equity (2017) 
  • Chambers Global, Capital Markets (2016-2017) 
  • Chambers USA, Capital Markets: Debt & Equity (2014-2016)
  • Legal 500 US, Finance - Capital Markets (2014-2017)