Paul M. Kinsella
Partner
Paul advises on business combinations, securities offerings, and governance matters.
Experience
M&A matters include representing:
- Acceleron in its sale to Merck ($11.5 billion)
- Wright Medical in its sale to Stryker ($5.4 billion)
- TESARO in its sale to GSK ($5.1 billion)
- NxStage in its sale to Fresenius ($2.0 billion)
- Synageva in its sale to Alexion ($8.9 billion)
- Cubist in its sale to Merck ($9.5 billion)
- Genzyme in its sale to Sanofi ($20.1 billion and contingent value rights)
- Javelin in its sale to Hospira, which, after Javelin initiated litigation, closed on its original terms despite emergence of a contamination issue and which involved Hospira topping a merger agreement between Javelin and Myriad
- Pfizer in its acquisitions of Biohaven ($11.6 billion, the spin-off of Biohaven’s early-stage programs, and a contingent royalty obligation); Arena ($6.7 billion); Trillium ($2.3 billion); Medivation ($14 billion), in which Pfizer prevailed in an auction triggered by an unsolicited bid by another pharmaceutical company; and Hospira ($17 billion)
- Shire in its acquisitions of Baxalta ($32 billion), which commenced with an unsolicited public proposal shortly following Baxalta’s spin-off from Baxter, and Dyax ($5.9 billion)
- CIRCOR in its successful defense against a hostile tender offer
Capital markets matters include representing:
- Novavax in $2.5 billion in equity and convertible note offerings
- Sarepta in $4.0 billion in equity and convertible note offerings
- TransMedics in its IPO and follow-on equity offerings
- Ironwood in its IPO, follow-on equity offerings, and spin-off of Cyclerion
- Zoetis in the exchange of Zoetis stock ($12.9 billion) for Pfizer stock to split-off Zoetis from Pfizer
- The lead underwriters in the Vigil Neuroscience IPO and the placement agent in a subsequent PIPE
- The lead underwriters in the Entrada Therapeutics IPO
- The lead underwriters in a $6.7 billion secondary offering of Regeneron common stock and a $2.0 billion Regeneron investment grade debt offering
- The lead underwriters in the Elanco Animal Health IPO ($1.7 billion) and the dealer managers in the exchange of Elanco stock for Lilly stock ($8.6 billion)
Publications
- Quoted, “Novavax vaccine 89.3% effective in UK phase 3 trial,” ICLG (February 3, 2021)
- Quoted, “Ropes & Gray and Novavax pursue a COVID-19 vaccine,” Patent Lawyer Magazine (February 2, 2021)
- Co-author, “SEC Adopts Amendments to MD&A and Financial Disclosures,” Practical Guidance (December 17, 2020)
- Cited, “Ropes Helps Novavax Ink $200M PIPE Deal To Fight COVID-19,” Law360 (June 15, 2020)
- Co-author, “Proposed Amendments to Regulate Proxy Voting Advice and to Modernize the Shareholder Proposal Rule,” Harvard Law School Forum on Corporate Governance and Financial Regulation (November 27, 2019)
- Co-author, “A Fresh Look at Exclusive Forum Provisions,” Harvard Law School Forum on Corporate Governance and Financial Regulation (May 28, 2019)
Education
- JD, with distinction, Stanford Law School, 1993
- BA, summa cum laude, Boston College, 1988
Admissions / Qualifications
Qualifications
- Massachusetts, 1995
- California, 1993
- North Carolina, 2017
Awards
- LMG Life Sciences Americas Awards “M&A Firm of the Year” (2022)
- Boston Magazine “Top Lawyers” (2021)
- Lawdragon 500 - Leading Dealmakers in America (2021-2022)
- IFLR 1000 (2019-2023)
- The Legal 500 (2014-2018, 2020)
- Chambers USA: America's Leading Lawyers for Business (2011-2022)
- Chambers Global (2020-2023)
- The Best Lawyers in America (2006-2012, 2015-2023)
- Massachusetts Super Lawyers (2006-2021); Rising Star (2005)