David S. Rosenthal

David Rosenthal Dechert corporate lawyer New York

David S. Rosenthal


New York | Three Bryant Park, 1095 Avenue of the Americas, New York, NY, United States of America 10036-6797
+1 212 698 3616 | +1 212 698 3599


David S. Rosenthal, co-chair of Dechert’s Global Corporate Finance and Capital Markets Practice and co-lead of the firm's Life Sciences Practice, represents publicly and privately held corporations, investment banks, and venture capital firms focused on the life sciences and medical device, technology, media, and other growth sectors. He represents clients in corporate finance transactions, mergers and acquisitions, joint ventures, licensings and strategic alliances.

Mr. Rosenthal regularly advises issuers and investment banks in public and private offerings of equity and debt, including IPOs, secondary offerings, confidentially marketed public offerings (CMPOs), at-the-market (ATM) financings, registered direct offerings, and PIPEs, as well as seed financings and later-stage venture capital financings. He also has particular experience counseling foreign private issuers in migrating to and listing on the U.S. stock exchanges. Mr. Rosenthal also counsels clients in general corporate matters, Securities and Exchange Commission (SEC) compliance, and corporate governance, and often acts as outside general corporate and securities counsel to both emerging and publicly traded companies. These activities have included business and corporate planning and structuring as well as other contract negotiations, and contractual and other commercial dealings.

In the mergers and acquisitions area, Mr. Rosenthal has represented buyers and sellers in leveraged and unleveraged mergers, acquisitions, and private equity transactions as well as divestitures and dispositions of business and subsidiaries. The American Lawyer selected Mr. Rosenthal as Dealmaker of the Week for his skillful representation of Inhibitex in its sale to Bristol-Myers Squibb for US$2.5 billion, which represented a 163 percent premium to the closing price of the company’s stock the day before the transaction signed, and is believed to be one of the largest premiums in deal history. 

Mr. Rosenthal is recognized for his work in the life sciences industry as well as for capital markets: equity, debt, high-yield and global offerings by The Legal 500 (U.S.), where he is also regarded as “a trusted and valued advisor” who “seeks to understand the client’s business.” He has also been noted for having “an active life sciences roster” with “an immense depth of industry and transactional knowledge in the healthcare sector.” In a prior edition of The Legal 500 (U.S.), clients praised him for his “clear and well-reasoned positions” and his “business-minded approach.” In 2019, he was named an LMG Life Sciences Star. Most recently, Mr. Rosenthal was named a 2020 “Dealmaker of the Year” by The American Lawyer for his work conceiving and executing an innovative life sciences restructuring deal on behalf of pharmaceuticals manufacturer Egalet Corporation (now known as Zyla Life Sciences). In addition, Mr. Rosenthal is routinely recognized as a leading life sciences transactional lawyer by Who’s Who Legal: USA and was named a “highly regarded” lawyer for M&A in the IFLR1000.


Domestic IPOs, Follow-On Offerings/Confidentially Marketed Public Offerings (CMPOs) and Private Placements

  • Aquestive Therapeutics, Inc., a specialty pharmaceutical company focused on identifying, developing and commercializing differentiated products to address unmet medical needs, in its US$67.5 million initial public offering and its follow-on offering.
  • Edge Therapeutics, a U.S.-based biotechnology company, on its US$92.5 million initial public offering, its US$72.5 million Series C-1 and C-2 financings and its follow-on registered direct offering.
  • Egalet Ltd., a U.S. pharmaceutical company formerly organized in the UK, on its US$57.96 million initial public offering and listing on NASDAQ and its subsequent US$61 million institutional private placement offering of convertible notes, US$80 million institutional private placement of senior secured notes and its US$86 million follow-on offering.
  • Onconova Therapeutics, Inc., a clinical-stage biopharmaceutical company, in its US$89 million initial public offering.
  • Underwriters led by Stifel Nicolaus Weisel, Leerink Swann and Cowen and Company in the initial public offering of Cempra, Inc., a clinical-stage pharmaceutical company. Subsequently advised the underwriters led by Barclays Capital, Stifel Nicolaus and Cowen and Company in a US$54.2 million follow-on public offering by Cempra, Inc.
  • Diffusion Pharmaceuticals, a clinical-stage biotechnology company focused on the development of novel small molecule therapeutics for cancer, in connection with its multiple public and private offering transactions.
  • Barclays Capital as sole book-running manager and Wedbush Securities Inc. and Griffin Securities as co-managers in the US$45.1 million public offering by Fibrocell Science, Inc., an autologous cell therapy company focused on the development of innovative products for aesthetic, medical and scientific applications.
  • Bioscrip, Inc., a leading national provider of home infusion and other home healthcare services, in its US$118 million public offering of common stock and the US$95 million secondary public offering of common stock by certain selling stockholders.
  • Underwriters in three follow-on public offerings by Idera Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company.
  • Underwriters in multiple CMPO and At-The-Market offerings by Inovio Pharmaceuticals, Inc., a clinical stage company developing active DNA immunotherapies and vaccines focused on treating and preventing cancers and infectious diseases.
  • Underwriters in the US$40 million public offering by Recro Pharma, Inc., a U.S.-based revenue-generating, specialty pharmaceutical company primarily focused on developing innovative products for hospitals and ambulatory care settings.
  • Underwriters in the US$29.9 million public offering by Sophiris Bio Inc., a U.S.-based clinical-stage biopharmaceutical company focused on developing products for the treatment of urological diseases.
  • Underwriters in multiple public offerings by AVEO Pharmaceuticals, Inc., a U.S.-based biopharmaceutical company dedicated to advancing a broad portfolio of targeted therapeutics for oncology and other areas of unmet medical need.

Cross-Border IPOs and Follow-On Offerings/Confidentially Marketed Public Offerings (CMPOs)

  • Underwriters, led by Citi and Jefferies as joint book-running managers, in connection with the US$75 million cross-border initial public offering and listing on NASDAQ by Advanced Accelerator Applications SA, a French radiopharmaceutical company.
  • voxeljet AG, a leading German provider of high-speed, large-format 3D printers and on-demand parts services, in its US$97.2 million cross-border initial public offering and listing on the NYSE.
  • Kofax® Limited, a leading provider of smart process applications, on its migration by way of scheme of arrangement to Bermuda, initial public offering in the U.S. and dual NASDAQ and LSE listing.
  • Novadaq Technologies, Inc., a Canadian-based medical device company, in its U.S. initial public offering and its two subsequent public offerings of common shares in “bought deals”.
  • Underwriters, including Piper Jaffray and Wedbush PacGrow Life Sciences, as joint book-running managers in the U.S., along with Paradigm Capital Inc., as co-manager in the U.S. and book-running manager in Canada, in connection with the US$32 million public offering of common stock by Oncolytics Biotech Inc., a Canada-based biotechnology company.
  • Underwriters, led by JMP Securities LLC, in the US$28.7 million public offering by BioLineRx Ltd., an Israel-based clinical-stage biopharmaceutical company focused on oncology and immunology.

M&A Transactions

  • Edge Therapeutics (NASDAQ: EDGE), a U.S.-based biotechnology company, in connection with its merger with PDS Biotechnology Corporation, a privately-held, clinical-stage cancer immunotherapy company.
  • Zyla Life Sciences in its merger with Assertio Therapeutics, Inc.
  • Egalet Corporation (OTCQX: EGLT), a fully integrated specialty pharmaceutical company focused on developing, manufacturing and marketing innovative treatments for pain, in its debt restructuring and pending acquisition of four FDA-approved, non-narcotic pain products from Iroko Pharmaceuticals, Inc. 
  • Aviragen Therapeutics, Inc. (formerly NASDAQ:AVIR), a biopharmaceutical company that had been focused on the discovery and development of products to prevent and treat infectious diseases, in its merger with Vaxart, Inc. (NASDAQ:VXRT).
  • Inhibitex, Inc., a clinical-stage biopharmaceutical company, in its sale to Bristol-Myers Squibb for US$2.5 billion. Mr. Rosenthal had previously represented Inhibitex for approximately ten years, including, in connection with various venture capital investments, its initial public offering, three PIPE transactions and its ATM financing.
  • Orexo AB, an emerging specialty pharma company based in Sweden, in connection with its sale of Abstral® (fentanyl) Sublingual Tablets in the United States to U.S.-based Galena Biopharma, Inc.
  • Diffusion Pharmaceuticals LLC, a clinical-stage biotechnology company focused on the development of novel small molecule therapeutics for cancer, in its reverse merger with public company, RestorGenex Corporation.
  • MTS Securities, Inc. as financial advisor in several M&A transactions. 
  • Wesleyan University, B.A., cum laude
  • Boston University School of Law, J.D., cum laude
  • New York
  • New Jersey
Speaking Engagements
  • Investment Opportunities to Watch in Biotech —Dechert LLP, New York, NY (July 13, 2016)
  • Capital Raising Strategies in the US for French Companies — Dechert LLP, Paris, France (July 07, 2016)
  • Is the Swim Worth It? Weighing Cross-Border Listings — Dechert LLP, New York, NY (May 21, 2013)
  • The JOBS Act and Impact on the Middle Market — A Presentation to the Taiwanese Delegation, New York, NY (June 13, 2012) 
  • Where's the Money Going? Trends in Venture Capital Financing — New York Biotechnology Association 2006 Annual Meeting, New York, NY (April 18, 2006)