Paul J. DeRosa

Director
Bar/Court Admissions
  • Pennsylvania
Education
  • J.D., summa cum laude, State University of New York at Buffalo, 1993
  • D.Phil., Oriel College, University of Oxford, 1988
  • B.A., Oriel College, University of Oxford, 1983

Paul has a diverse transactional and general corporate practice. He advises companies in all stages of their development from business formation through private capital-raising transactions to liquidity events by means of a sale transaction or public offering.

Paul counsels public and private companies in acquisition and disposition transactions by means of cash and stock mergers, tender offers and stock and asset purchases. He has substantial experience advising public companies with respect to their reporting and disclosure obligations under the federal securities laws and corporate governance matters.

Paul has served as counsel to companies at all stages of their fund raising cycle. He has represented lead investors in connection with their investments in first and follow-on rounds of venture-capital financing and has experience in down-round and cram-down financings, including the implementation of pay-to-play and similar mechanisms.

Paul advises clients with respect to a range of everyday corporate legal matters, including commercial agreements, strategic partnerships, commercial loans, corporate governance and equity compensation plans and arrangements.

Mergers and Acquisitions

  • Representation of publicly traded manufacturing and services company in its acquisition by merger of a New York Stock Exchange listed brand solutions company for $522.5 million in cash and stock
  • Representation of healthcare management and technology services company in its sale by merger to a Fortune 100 healthcare services and information technology company for $195 million in cash
  • Representation of industrial sand producer in its sale to a New York Stock Exchange listed oil and gas company for $297 million in cash
  • Representation of provider of medical devices and services in its acquisition by tender offer of a Nasdaq listed developer and manufacturer of medical devices for the cardiovascular and vascular treatment markets for $362 million in cash

Securities

  • Representation of international commercial solar solutions company in its $175 million private placement of notes in the United States
  • Representation, as special securities counsel, of oil and gas drilling programs in private offerings of up to $100 million
  • Representation, as special securities counsel, of sellers of oil and gas leases to a New York Stock Exchange listed oil and gas exploration company in exchange for $280.0 million of stock in a private placement
  • Representation of regional real estate investment fund in a private offering of limited partnership interests up to $150 million

General

  • Negotiation of multiple long-term supply agreements and service agreements for global supplier of aggregates products
  • Representation of foreign private funds in connection with their equity investments in the United States
  • Preparation of equity compensation plans and arrangements and counseling of companies with respect to executive compensation matters
  • Cigna v. Audax and its Impact on Private Company Mergers, March 2015
  • Capital Raising for Smaller Companies: JOBS Act Initiatives, March 2014
  • General Solicitation and Private Placements: Amendments to Rule 506 and Other Proposed Changes, September 2013
  • Executive Compensation and the Dodd-Frank Act, June 2011
  • Developments and Trends in Shareholder Activism, April 2010
  • Smaller Reporting Companies, Regulatory Relief and Simplification, April, 2009