Catherine X. Pan-Giordano
PEOPLE

Catherine X. Pan-Giordano

Partner
pan.catherine@dorsey.com

Overview

Catherine helps clients achieve business goals through strategic corporate transactions; she solves complex legal problems effectively and efficiently. 

Catherine is a Partner in Dorsey & Whitney’s Corporate Department and leads the firm’s globally recognized U.S.-China transactional practice.  

As a highly skilled attorney and trusted advisor, Catherine is relied on by our clients to handle their strategic corporate transactions and to solve complex legal problems for their business.  She has a strong client following among some of the world’s largest corporations, financial institutions and business leaders.  She frequently serves as their chief outside legal counsel.

The strategic corporate transactions Catherine handles include mergers, acquisitions, joint ventures, equity and debt financings, and other cross-border corporate transactions.  Her transactional achievements include:


  • designing global corporate and investments structures for several international conglomerates to successfully achieve their business expansion goals; 
  • representing a series of Chinese companies in acquiring cutting-edge technologies and brand names in the U.S. through M&As and investments; 
  • representing companies and investment funds in strategic investments into industries and technology areas that represent the future economy; and  
  • advising international financial institutions in designing U.S. market penetration strategies through branch opening, alternative expansion methods and new financial product offerings.

In addition to her transactional experience, Catherine also oversees risk management, dispute resolution and investigation matters for corporate clients and their officers and directors.  She works closely with our litigation teams in litigation prevention and risk management for corporate transactions, as well as in mapping out important litigation strategies for our corporate clients.  The techniques Catherine developed have been proven highly successful in solving business disputes.  Her risk management and dispute resolution work include:


  • winning post-closing fights regarding net working capital and earn-out payments through negotiation and dispute resolution;
  • solving founders disputes and shareholder disputes, including several intense incidents that occur before the eve of corporate IPOs or bet-the-company types of transactions;
  • protecting minority shareholders’ rights and economic stakes in several controlling shareholder dominated situations; and 
  • guiding several Chinese public companies or their directors and officers through internal and SEC investigation process and achieving positive results through effective defense strategies. 

Catherine was elected Partner in 2012, one of our youngest attorneys to make partner.  She serves in various leadership positions.  She is Co-Chair of the U.S. - China Practice Group.  She also chairs the Marketing Committee and Diversity Committee of the New York office.

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Education & Admissions

Harvard Law School (LL.M.), Full Scholarship

Fudan University, Shanghai, China (LL.B.), with Distinction

Fudan University, Shanghai, China (B.A.), with Distinction

Admissions

  • New York

Languages

  • Chinese, English

Experience

Representative Work

Corporate Global Expansion – M&As, JVs and Investments

  • Represented a global private equity firm in its $5 billion investments in Alibaba Group, 360buy.com and Xiaomi Corporation 
  • Represented Atlantic Power in its $1 billion cross-border acquisition of Capital Power Income and related financings 
  • Represented Ninebot Limited, a portfolio company of Xiaomi Technologies and Sequoia Capital, in business combination with Segway, Inc. and related financing transactions
  • Represented Fantasia Group, the largest Chinese property management conglomerate, in its U.S. real estate joint venture deals 
  • Represented a U.S. maritime technology company in its sale to a Beijing-based Chinese public company
  • Represented a private-equity arm of a Chinese public company in the potential acquisition of a public traded US company
  • Assisting one of the largest railway construction companies in the world in the first high-speed rail project in the U.S.
  • Representing a leading infrastructure construction company in China in its U.S. expansion
  • Represented significant stockholders of China Biologic Products, Inc. (NASDAQ: CBPO) in sale of approximately $40 million worth of shares to Warburg Pincus 
  • Representing numerous technology companies from China’s Silicon Valley (“Z Park”) in acquiring technologies, brands and other assets in the U.S. through acquisitions and investments
  • Representing one of the largest dairy products companies in China in its expansion in the U.S. 
  • Represented PRTM, a global management consulting firm and a subsidiary of PWC, in its acquisitions of various consulting firms in Asia 
  • Represented META Group in its $170 million merger with Green Falcon, a merger sub of Gartner 
  • Represented a NASDAQ listed company in the establishment of an equity joint venture in Shanghai and a representative office in Shenzhen
  • Represented a U.S. hospitality group in its joint venture with Shanghai Chengtou Holding Co., Ltd., one of the largest real estate developers in China 
  • Represented Accion International, one of the world’s largest micro-finance organizations, in its joint venture projects with the World Bank and IFC 

Financing – Trade Finance, Credit Facilities and other Banking Transactions


  • Represented Agricultural Bank of China in its U.S.-based credit facilities transactions with various corporate lenders 
  • Represented Bank of China in its U.S.-based credit facilities transactions with various Chinese companies 
  • Represented several Chinese banks’ New York branches in designing and documenting various cross-border banking products 
  • Represented several Chinese banks in their yuan credit facility financing transactions guaranteed by USD deposits
  • Represented numerous corporate clients in credit facility transactions with Citibank

Capital Markets – IPOs, Secondary Offerings and PIPEs 


  • Represented a significant selling stockholder in the IPO of Alibaba Group Holding Ltd. (NYSE: BABA)
  • Represented Deutsche Bank Securities and a co-underwriter in the $186 million public offering of Aspen Technology 
  • Represented Credit Suisse, Morgan Stanley and Deutsche Bank Securities in the $160 million IPO of SS&C Technologies Holdings 
  • Represented an Argentine national electricity company in its Regulation S and Regulation D exchange offering in the U.S. and overseas 
  • Represented a U.S. company in its overseas casino condominium resort units offering and development projects in Asia, including securities law compliance matters 
  • Represented a European video game company in its acquisition of a U.S. public company and stock exchange listing 
  • Represented issuer in the $108 million secondary public offering of Puda Coal Inc. (NYSE: PUDA)
  • Represented the largest private Chinese printing company, Duoyuan Printing, Inc., in its $24 million PIPE offering in the U.S. 
  • Represented numerous U.S. domestic issuers and Chinese foreign private issuers in their SEC filings and Sarbanes-Oxley Act compliance, including preparing S1, SB2, 10K, 10Q, 8K, 14f1, Section 16 filings, 20F, 6K and Confidential Treatment Request 
  • Represented several U.S. listed Chinese companies in their going private and going dark transactions

Solving Problems – Risk Management, Litigation Prevention and Dispute Resolution 


  • Winning post-closing disputes regarding net working capital and earn-out payments after several M&A transactions
  • Solving a founders dispute in the months preceding a major IPO
  • Solving shareholders disputes following several PE funding transactions 
  • Freeing up minority shareholders’ restricted shares in controlling shareholder dominated corporations or asserting minority rights in protection of founders and entrepreneurs
  • Represented various Chinese public companies and their audit committees, directors and executives officers in internal and SEC investigations, securities class actions and derivative lawsuits 

News & Resources

Articles

如何转售美国公司限制流通股票
美国消费者集体诉讼 – 中国企业需要知道的那些事儿
中美贸易战阴影下 — 中国企业如何跨境应对美国知识产权侵权诉讼
德汇成功推动特拉华州立新规—非美国企业也能妥妥享受“客户-律师保密特权”
中国企业在美投资并购经验分享
“Licensing and Technology Transfer to China,” The LESI Guide to Licensing Best Practices, 2nd Edition (2005).
“Planning for Commercial Dispute Resolution in Mainland China,” The American Review of International Arbitration (2005).
“Application and Development of the GATT Exemption Clause,” China Law Review (2001).

News & Press Mentions

Dorsey Wins Banking & Finance Award in China Business Law Awards 2017-2018
Dorsey’s China Practice on Shortlist for Asialaw Dispute Resolution Awards 2017
Bullish on China, international firm unveils US-China practice group
Dorsey & Whitney Forms U.S.-China Practice Group
美国德汇律师事务所新设全美及中国联合业务部
Super Lawyers Recognizes 20 Dorsey Lawyers in New York
Dorsey & Whitney Represents Ninebot Limited in Business Combination with Segway Inc.
Super Lawyers Recognizes 17 Dorsey Lawyers in New York
Dorsey & Whitney Named Capital Markets Law Firm of the Year-North America by Lawyers World Law
Super Lawyers Recognizes 18 Dorsey Lawyers in New York
Dorsey Partner Catherine Pan-Giordano discusses the current trend for company’s going private
Dorsey Partner Catherine Pan-Giordano discusses “How to Reestablish Credibility of Chinese Companies Listed in the US” in Caixin (Financial News China)
Dorsey & Whitney November 14 Program to Focus on Going Private and Going Dark for Chinese Companies
Dorsey New York Adds Catherine X. Pan As a Partner in Corporate Group
Cai Xin (Financial News China): Catherine Pan comments on New Oriental Education Crisis, August 2, 2012
People’s Daily: Catherine Pan discusses IPO Markets “China Concept” Stocks Take Up Battles again on Wall Street, March 18, 2012.
People’s Daily: Catherine Pan Discusses Chinese Companies Outbound Investments, February 12, 2012.
MergerMarket: Catherine Pan Discusses Chinese Companies Going Private, January 27, 2012.
MarketWatch: Catherine Pan Quoted in “Exit Barriers for U.S. Listed Chinese Stocks,” January 24, 2012.

Events & Speaking Engagements

Dorsey's Private Funds Symposium 2017 Post-Event Resources
Dorsey's Annual Private Funds Symposium

Select Presentations

  • “Litigation Issues Frequently Faced by Chinese Clients in the U.S.,” NYU Law Clinical Program: The U.S. System of Civil Dispute Resolution, Presenter, January 10, 2018
  • “Chinese Companies’ Outbound Investment in the United States,” Fourth Fudan EMBA New York Forum, Bank of America Tower, Speaker, May 6, 2013
  • “Going Private: U.S. Listed Chinese Companies," China General Chamber of Commerce – USA and Chinese Business Lawyers Association, Speaker, December 8, 2011
  • “U.S. Trade Sanctions and their Impact on Chinese Companies,” China General Chamber of Commerce –USA, Keynote Speaker, October 21, 2010 
  • “Chinese Companies’ Access to U.S. Capital Markets,” China Institute and Chinese Business Lawyers Association, Moderator, January 14, 2010 
  • “Challenges to Hedge Funds and Private Equity Funds under the Financial Crisis,” Wall Street Chinese Forum, Moderator, August 29, 2009 
  • “China and Global Financial Tsunami,” Overseas Young Chinese Forum, Speaker, May 30, 2009 

Professional & Civic

Professional Achievements

  • General Counsel of the Chinese Business Lawyers Association, a global organization of Chinese legal professionals headquartered in New York City 
  • Member of the American Bar Association

Accolades

  • The New York Times Magazine, Top Women Attorneys in New York Rising Stars, 2014 and 2015
  • Named a "Rising Star" by New York Super Lawyers, 2013-2015
  • Honoree of NYSBA Empire State Counsel Program, in recognition of pro bono work in the micro-finance and small credit fields
Catherine X. Pan-Giordano