Dewey & LeBoeuf

Donald J. Murray

Partner

Don Murray is a partner in the Firm's New York office and co-chair of the Corporate Finance Practice. He has extensive experience in public and private capital markets transactions involving issuers in health care and the life sciences, financial services and clean tech. He also represents clients in M&A and licensing transactions and advises 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 as well as private and public companies with a wide range of corporate needs and objectives. He has been recognized by The Legal 500 (2011) as a leading capital markets lawyer.

Capital Markets

Mr. Murray has extensive experience in representing issuers, investment banks and others in capital markets transactions. He is leading or led the legal team on each of the following financings, in which the Firm:

Represents the underwriters in the pending initial public offering of Myriant Corporation, a clean tech company producing biochemicals for the petrochemical industry;
Represented the placement agent in the $32 million private placement of common stock and $200 million private placement of senior secured notes of K-V Pharmaceutical Company, a specialty pharmaceutical company;
Represents the underwriters in the pending initial public offering of Bruker Energy and Supercon Technologies, Inc., which develops, designs, and provides materials for markets in renewable energy, energy infrastructures, health care and "big science" research;
Represented the underwriters in the $130 million public offering of Salix Pharmaceuticals, a specialty pharmaceutical company focused on gastrointestinal disorders;
Represented the placement agent in a Section 4(2) private placement of preferred stock of mandatorily redeemable preferred stock by Universal American Corp., a provider of health benefits to Medicare recipients, in connection with the disposition of Universal American's Medicare Part D business;
Represented the underwriters in the initial public offering of BG Medicine, a life sciences company in the molecular diagnostics space;
Represented the underwriters in numerous registered and Rule 144A offerings of debt and equity securities of Senior Housing Properties Trust, a real estate investment trust investing in health care and senior living facilities, including recently equity follow-on offerings of approximately $500 million and a $250 million public offering of 4.3%, split-rated, five-year notes;
Represented the underwriters in the $68 million marketed public offering of common stock of Aegerion Pharmaceuticals, a biopharmaceutical company developing therapeutics for rare, genetic lipid disorders;
Represented the underwriters in the $100 million, accelerated book-build/wall-cross public offering of American Depository Shares of Amarin Corporation plc, a biopharmaceutical company developing Omega-3 fatty acids for cardiovascular indications;
Represents the managers in an ongoing $250 million equity distribution program for Health Care REIT, an equity real estate investment trust investing in health care properties;
Represented the underwriters in the $125 million follow-on public offering of Auxilium Pharmaceuticals, a specialty pharmaceutical company marketing products to urologists, endocrinologists, orthopedists and select primary care physicians;
Represented the underwriters in the $55 million initial public offering of Complete Genomics, Inc., a life sciences company that at the time was engaged in the commercial launch of its "whole genome" DNA sequencing platform, and in its subsequent $80 million follow-on offering;
Represented the underwriters in the $65 million, accelerated book-build/wall-cross public offering of Exact Sciences Corporation, a molecular diagnostics company focused on colorectal cancer;
Represented a global investment bank, acting as placement agent, in the $110 million private placement of mandatorily convertible preferred stock of CardioNet, a medical technology and healthcare services company addressing cardiac conditions, and represented this bank and the other underwriters in CardioNet's subsequent initial public offering and a follow-on, all-secondary public offering;
Represented the underwriters in the $400 million public offering of convertible notes of Health Care REIT, an equity real estate investment trust investing in health care properties;
Represented the underwriters in the $123 million initial public offering of American Depositary Shares of 3SBio, a China-based biotechnology company;
Represented numerous global investment banks in multiple registered and Rule 144A offerings of common stock and convertible notes of Five Star Quality Care, a healthcare services company, aggregating in excess of $400 million;
Represented Progenics Pharmaceuticals, a biopharmaceutical company focusing on gastroenterology, oncology and virology therapeutics, in its initial public offering and in multiple subsequent underwritten public offerings of common stock aggregating in excess of $285 million;
Represented the underwriters in the $80 million initial public offering of Conor Medsystems, a developer of drug-eluting coronary stents, and in Conor Medsystems's subsequent $96 million follow-on public offering;
Represented the underwriters in three public offerings of Dyax Corp., totaling $135 million and consisting of a traditional, fully marketed transaction, a "bought deal" and an accelerated book-build/wall-cross public offering;
Represented Broadpoint Securities Group, Inc. (now Gleacher & Company, Inc.) in its $170 million part-and-part underwritten public offering;
Represented the underwriters in the $123 million follow-on public offering of American Depositary Shares of China Medical Technologies, a China-based medical technology company addressing the oncology market;
Represented the underwriters in the U.S. initial public offering and two follow-on, MJDS-registered public offerings of common stock aggregating $115 million of Neurochem, a Canada-based biotechnology company developing therapeutics for protein-mediated disorders, and represented a global investment bank, as the initial purchaser, in Neurochem's subsequent Rule 144A offering of convertible notes;
Represented the underwriters in the $107 million initial public offering of Northstar Neuroscience, a medical technology company developing stroke therapies; and
Represented the underwriters in the $85 million initial public offering of Cumberland Pharmaceuticals, a specialty pharmaceutical company focused on the hospital acute care and gastroenterology markets.

M&A / Technology Transfer

Mr. Murray also represents clients in M&A transactions and in patent licensing and other technology transfer transactions. In this area, he has led legal teams that:

Represented a financially distressed client in multiple dispositions, subsequent repositioning acquisitions and a "restart" initial public offering;
Represented biotechnology clients in the acquisition of intellectual property rights to combinatorial chemistry libraries, humanized monoclonal antibodies and antibody-linker technology;
Represented a biopharmaceutical company in the restructuring of a corporate collaboration regarding its lead, "blockbuster" product;
Represented biotechnology clients in the licensing and subsequent reacquisition of rights to lead products; and
Advised boards of directors of public clients with respect to directors' duties in the context of change-of-control and other significant corporate transactions.

General Corporate Advice

Mr. Murray advises boards and management on compliance, disclosure and other securities laws issues, corporate governance issues and other general corporate matters, both as special counsel and as outside general counsel. Assignments have included:

Representing clients in designing and implementing exchange- and SEC-compliant corporate governance policies and practices;
Advising clients with respect to insider trading and disclosure investigations by the SEC and other regulators;
Representing clients in connection with reverse stock splits, reincorporations, stock buy-back programs and other corporate organic and recapitalization transactions;
With the Firm's litigation department, advising clients with respect to corporate crises and associated litigation and reputational risks;
Assisting public clients in designing, implementing and maintaining disclosure controls and management of associated litigation and reputational risks;
Assisting private companies (both domestic and foreign) in preparing for initial public offerings in the US, including redesigning the clients' capital structures, governance practices, compensation plans, publicity practices and relationships with internal and external personnel; and
Assisting private companies in financings, corporate partnerships, litigation management and investor relations.

Selected Activities

Community Services

Mr. Murray contributes on a regular basis to the New York City community by providing and supervising, on behalf of the Firm, pro bono legal representation. Among other representations, he provides ongoing legal services and advice to 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's pro bono contributions have been highlighted in Dewey & LeBoeuf's Partners for Pro Bono initiative.

Bar Membership

Mr. Murray is a member of the American Bar Association and the New York State Bar Association.

Other

In addition to co-chairing the Firm's Corporate Finance Practice, Mr. Murray is a partner liaison to the Dewey & LeBoeuf Associate Relations Committee.