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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.
January 28, 2020, Covington Alert
Critical audit matters, or “CAMs,” have been an important topic of discussion among investors, auditors, public companies and audit committees since the Public Company Accounting Oversight Board (“PCAOB”) adopted Auditing Standard 3101 (“AS 3101”) on June 1, 2017.
September 27, 2019, Covington Alert
On September 26, 2019, the Securities and Exchange Commission (the “SEC”) announced the adoption of new Rule 163B under the Securities Act of 1933 (the “Securities Act”), which expands the permitted use of “test-the-waters” communications to all issuers, regardless of size or reporting status. The new rule, which the SEC proposed in February 2019, represents a ...
May 20, 2019
NEW YORK—Covington advised LifeArc, a UK-based medical research charity, on its monetization of a portion of its royalties relating to Keytruda® for $1.297 billion (approximately £1 billion). This royalty monetization is the largest single-product royalty monetization ever done by a non-profit. The transaction closed on May 10, 2019, the culmination of efforts ...
April 30, 2019, Covington Alert
For the better part of this decade, the U.S. Securities and Exchange Commission (the “SEC”) has been assessing and soliciting input on, and proposing and adopting changes to, the public company disclosure regime. A principal goal of this exercise has been to improve the quality of disclosure while reducing compliance costs and other burdens on public companies. ...
February 25, 2019, Covington Alert
On February 19, 2019, the Securities and Exchange Commission (the “SEC”) proposed a new rule under the Securities Act of 1933 (the “Securities Act”) that would expand issuers’ ability to gauge potential investor interest in registered securities offerings.
Gridlocked Government May Not Be Bad For Capital Markets
November 7, 2018, Law360
Donald Murray is quoted in Law360 regarding the effect of the 2018 midterm elections on capital markets. Mr. Murray said he spent the past few days discussing the election with bankers, noting that the outcome was anticipated. He adds, “It seems to be full speed ahead for capital markets deals. The pipeline is strong; it seems to continue growing. To my ...
October 25, 2018, Covington Alert
On October 16, 2018, the Securities and Exchange Commission (the “Commission”) issued a Section 21(a) report of investigation (the “Report”) warning public companies about the importance of assessing the likelihood of cyber-related threats when designing internal accounting controls. The Report described the Division of Enforcement’s investigation of nine ...
October 10, 2018, Covington Alert
As described in our earlier alert, in August the Securities and Exchange Commission (the “Commission”) adopted amendments to its disclosure rules to eliminate requirements it deemed “redundant, duplicative, overlapping, outdated, or superseded” (the “Amendments”) based, in part, on other Commission rules and generally accepted accounting principles in the United ...
15 Firms To Lead IPOs Exceeding $1.1B Amid Peak Season
September 21, 2018, Law360
Donald Murray is quoted in Law360 regarding 13 public offerings expected to raise more than $1.1 billion during the week of September 24. Mr. Murray expects technology and biotechnology companies to do well in the run-up to the midterm elections. He says, “Everyone is out making hay while the sun shines.”
January 1, 2018, Law360
Donald Murray is quoted in a Law360 article regarding SEC Chairman Jay Clayton's efforts to make U.S. public markets more attractive. "It's no secret that he has capital formation, especially for smaller companies, in the middle of his gun sight," says Murray. "I think that we will see a thoughtful, continuous series of steps in toward lessening the burden, ...
September 26, 2017, Covington Alert
On September 21, 2017, the Securities and Exchange Commission (the “SEC”), as well as the SEC’s Division of Corporation Finance (the “Staff”), published new interpretive guidance to assist public companies in complying with the SEC’s pay ratio disclosure rule. The new guidance addresses many questions that have been raised regarding the rule, including how a ...
September 22, 2017, Law360
Donald Murray is quoted in a Law360 article regarding the upcoming slate of six initial public offerings that could raise $1.25 billion. “I think there is some good runway over the next few months to get deals done," says Murray.
August 10, 2017
NEW YORK—Covington advised the underwriters in a $138 million follow-on public offering of common stock by Repligen Corporation. Covington previously represented the underwriters in Repligen's $115 million convertible note offering in May 2016. Repligen is a bioprocessing company focused on the manufacture of Protein A ligands, cell culture growth factors, and ...
July 5, 2017, Covington Alert
On June 29, 2017, the Division of Corporate Finance of the Securities and Exchange Commission (the “Division”) announced that it will permit all companies to submit drafts of certain registration statements to the Division on a confidential basis, expanding a popular privilege that was made available to emerging growth companies (“EGCs”) under the Jumpstart Our ...
Don't Expect Snap To Single-Handedly Revive IPO Market
February 24, 2017, Law360
Donald Murray is quoted in a Law360 article regarding SNAP Inc.’s expected $3 billion initial public offering. According to Murray, “There are so many unusual aspects to this offering that it’s going to be hard to draw any conclusions from it.” Commenting on the effect of the deal on future IPO candidates, Murray says, “I think it’s far more important not to ...
5 Trends That Shaped The IPO Landscape In 2016
December 22, 2016, Law360
Donald Murray is quoted in a Law360 article providing an overview of trends that shaped the IPO landscape in 2016. Commenting on health care deal flow and the effect of financial struggles in the specialty pharma area, Murray says, “That had at least a psychological, depressing effect on investors’ appetite during the course of the year.”
December 1, 2016, Covington Alert
The Securities and Exchange Commission (the “SEC”) recently adopted rules to update and enhance registration exemptions for intrastate and regional securities offerings. The final rules amend Rule 147, a safe harbor for exempt intrastate offerings under the Securities Act of 1933 (the “Securities Act”). In addition, the final rules establish a new offering ...
June 3, 2016
NEW YORK—Covington advised the underwriters in connection with Repligen’s $115 million debt offering. The senior convertible notes due in 2021 were placed at 2.125 percent. Repligen is a bioprocessing company focused on the manufacture of Protein A ligands used by life science companies to purify biologic drugs such as monoclonal antibodies, recombinant ...
JOBS Act's Lift Of Ad Ban Gains Traction With Small Cos.
April 4, 2016, Law360
Donald Murray is quoted in this Law360 article exploring the 506(c) provision and Regulation A-Plus of the JOBS Act. Murray thinks Regulation A-Plus offerings could struggle to gain traction because they fall between the private and public realms. “You don't have the glamour of being a public company, but you don't have anonymity of being private.”
Covington Represents Underwriters in Senseonics' IPO
March 24, 2016
NEW YORK - Covington advised the underwriters in the $45 million initial public offering of common stock of Senseonics Holdings, Inc. The offering closed on March 23, 2016. Shares of Senseonics trade on the NYSE MKT under the ticker “SENS.” Senseonics develops continuous glucose monitoring systems for patients with diabetes. Its Eversense product consists of ...
A Less Verbose SEC Means IPOs Are Cleared More Quickly
March 18, 2016, Law360
Donald Murray is quoted in this Law360 article regarding the SEC’s new streamlined review process. Murray says, “If you pick up a prospectus for an early-stage life sciences company, the piece that would get the bulk of staff comments in other industries, the financials, they’re very basic, not much to comment on.”
April 30, 2015, Covington Digital Health
Teladoc, Inc. started the long road to an IPO yesterday, announcing that it had taken the first step in the process by submitting an S-1 registration statement — the very detailed disclosure document required by regulators — with the U.S. Securities and Exchange Commission. Teladoc is a pioneer in the grail-like quest to provide health...… Continue Reading
Covington Expands New York Capital Markets Practice
April 30, 2012
NEW YORK, April 30, 2012 — Covington & Burling LLP is pleased to announce that capital markets lawyers Don Murray and Eric Blanchard will join the firm’s corporate practice as partners effective May 1st. They will be resident in the firm’s New York office. Mr. Murray and Mr. Blanchard represent underwriters and issuers in initial public offerings and other ...
- Chambers USA, Capital Markets: Debt & Equity (2014-2019)
- Chambers Global, Capital Markets (2016-2019)
- Legal 500 US, Finance - Capital Markets (2014-2017)