Catherine X. Pan-Giordano

Catherine X. Pan-Giordano

New York P +1 (212) 415-9383 F +1 (646) 417-7279 Shanghai P (86-21) 6288-2323



Catherine is a Partner and Corporate Group Head in the firm’s New York office and chairs the firm’s globally recognized U.S.-China Practice. Catherine serves as a member of the Firm’s Management Committee, the executive body of the Firm.

As a highly skilled attorney and trusted advisor, and one of the most prominent Chinese-speaking business lawyers in the U.S., 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 foreign direct investment (FDI), greenfield and brownfield projects, mergers & acquisitions, joint ventures, equity and debt financings, and other cross-border corporate and commercial transactions. Her transactional achievements include:

  • designing global corporate and investment structures for multinational corporations to successfully achieve their overseas business expansion goals;
  • representing a series of Chinese companies in securing strategic assets and cutting-edge technologies in the U.S. through mergers, acquisitions and investments; and
  • representing companies and investment funds in strategic investments into industries and technology areas that represent the future economy.

In addition to her transactional experience, Catherine also oversees regulatory compliance (focusing on national security, export control and sanction), government investigation and dispute resolution matters for corporate clients as their chief outside general counsel. She works closely with our regulatory compliance and litigation teams in litigation prevention and risk management, as well as in mapping out important international strategies for our corporate clients. Catherine employs highly successful and proven techniques to solve complex business disputes. Her regulatory compliance and dispute resolution work includes:

  • successfully removing multiple Chinese companies from various U.S. government “blacklists”, including the Military Company List, the BIS Entity List and the Unverified List;
  • successfully preventing multiple Chinese companies from being included in various U.S. government “blacklists”, including the BIS Entity List, the UFLPA Entity List and the FCC Covered List;
  • successfully navigating numerous CFIUS and export control matters in the context of U.S.-inbound corporate investments and cross-border M&A transactions;
  • winning post-closing conflicts regarding net working capital and earn-out payments through effective negotiation and dispute resolution;
  • solving founders’ disputes and shareholder disputes, including several intense incidents that occurred on the eve of corporate IPOs or bet-the-company transactions;
  • protecting minority shareholders’ rights and economic stakes in several controlling shareholder dominated situations;
  • guiding several Chinese public companies or their directors and officers through internal and SEC investigation processes and achieving positive results through effective defense strategies;
  • representing universities and research institutions in NIH, NSF, DOJ and FBI investigations relating to federal research grants; and
  • representing researchers and faculty members across the U.S. in NIH, NSF, DOJ and FBI investigations relating to China ties.

Catherine was elected Partner in 2012, one of our youngest attorneys to make partner.

Outside of her legal work, Catherine is a supporter of the arts and education. She is a Member of the Committee of 100, a Trustee of China Institute and a member of the Board of Governors of the University of St. Thomas School of Law.

For a more comprehensive list of deals and cases Catherine has handled, please see the Experience section.



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


  • New York


  • Chinese, English


Representative Work

Corporate Global Expansion – M&As, JVs and Investments

  • Represented a global private equity firm in its $5 billion investments in Alibaba Group, and Xiaomi Corporation 
  • Represented Eddingpharm Group, a leading pharmaceutical contract sales company in China, in connection with its acquisition of certain pharmaceutical product rights in China from Eli Lilly 
  • Represented Yili Group, the largest dairy products company in Asia, in its bidding for Stonyfield, the No. 1 organic yogurt maker in the United States, a subsidiary of Danone 
  • Represented Fosun Group in various strategic investments and acquisitions in the United States  
  • Representing CDH Investments, a top Chinese PE firm, in connection with multiple acquisitions and investments 
  • Represented a leading non-profit biomedical research organization in the United States in connection with its proposed joint venture and collaborative research initiatives with business partners and universities in China 
  • Representing a Hong Kong Stock Exchange listed real estate conglomerate in connection with its acquisitions of multiple real estate portfolios in the United States, including retirement living facilities, student housing projects and other commercial and mixed use properties
  • Represented multiple prestigious private schools in the United States in connection with partnership initiatives with private schools and investors in China
  • Represented a publicly traded Chinese company in connection with its participation in the Series C financing of a U.S.-based technology company through a Hong Kong subsidiary and the subsequent redomestication of this company from Delaware to Singapore
  • Represented certain shareholders of a Minnesota-based private marketing and sales company in the proposed sale of their controlling interests in the company to a Chinese public company
  • 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 
  • Representing universities and research institutions in NIH, NSF, DOJ and FBI investigations relating to federal research grants
  • Representing researchers and faculty members across the U.S. in NIH, NSF, DOJ and FBI investigations relating to China ties

News & Resources


“Foreign Entity of Concern” and Its Impact under the Inflation Reduction Act
The CHIPS and Sciences ACT of 2022 - The Impact on China
Dorsey Represented Luokung Technology in Its Removal from U.S. CCMC list
Biden Administration Revises and Expands Restrictions on U.S. Person Investment in Chinese Companies and Releases New List of “Chinese Military Companies” Under 2021 NDAA Section 1260H
U.S. Court Blocks Trump-Era Trading Ban on Xiaomi Stock
Court Calls into Question Securities Trading Restrictions on Entities Designated as Communist Chinese Military Companies
Dorsey U.S. Bankruptcy Law Q&A Series Six
Dorsey U.S. Bankruptcy Law Q&A Series Five
Dorsey U.S. Bankruptcy Law Q&A Series Four
Expert opinion: Policy trends impacting the Utah-China relationship
Dorsey U.S. Bankruptcy Law Q&A Series Six
Dorsey U.S. Bankruptcy Law Q&A Series Five
Dorsey U.S. Bankruptcy Law Q&A Series Four
Dorsey U.S. Bankruptcy Law Q&A Series Three
Dorsey U.S. Bankruptcy Law Q&A Series Three
Dorsey U.S. Bankruptcy Law Q&A Series Two
Dorsey U.S. Bankruptcy Law Q&A Series Two
德汇美国破产法问答 (系列之一)
Dorsey U.S. Bankruptcy Law Q&A Series One
Dorsey U.S. Bankruptcy Law Q&A Series One
How the U.S. DOJ’s ‘China Initiative’ impacts Chinese-American scientists and researchers
Compliance Tips in Light of Tightened Enforcement against IP Leaks by U.S. Government
NVCA Includes Detailed CFIUS Terms in its Model VC Term Sheet
How to Handle a #MeToo Moment: Legal, Language and Cultural Tips

News & Press Mentions

18 Dorsey Attorneys Named Thomson Reuters “Stand-Out Lawyers”
Chambers Global 2024 Recognizes Dorsey Partners and Practices
IFLR1000 Ranks 13 Dorsey Lawyers and 13 Practices for 2023
IFLR1000 2023 APAC Ranks Dorsey Lawyers and Practices 德汇律师和业务领域上榜IFLR1000 2023年度亚太地区排名
Dorsey Parnter Catherine Pan-Giordano is One of Nine New Members of The Committee of 100
Catherine Pan-Giordano Recognized in The Deal’s Top Women in Dealmaking 2023 List
Chambers Global Honors Dorsey U.S.-China Practice Attorneys
Chambers Global 2023 Recognizes Dorsey Partners and Practices
Chambers Global 2022 Recognizes Dorsey Partners and Practices
Dorsey’s China Practices and Attorneys Receive Multiple Legal Awards and Rankings
Dorsey Partner Catherine Pan Comments on Lieber DOJ China Initiative Case
How the U.S. DOJ’s ‘China Initiative’ impacts Chinese-American scientists and researchers
Dorsey Partner Catherine Pan Discusses DOJ's China Initiative
Dorsey & Whitney Expands “China Initiative” Task Force
Four Dorsey Partners Selected to Lawyers of Color’s Power List 2020
Dorsey Receives China Business Law Journal’s 2019 Deals of the Year for Eddingpharm Group Acquires Eli Lilly China Rights
Two Dorsey New York Partners Rise to New Leadership Positions
Dorsey Represents Eddingpharm in Acquisition of Eli Lilly’s Rights in China for Ceclor® and Vancocin® as well as its Ceclor Manufacturing Facility in Suzhou
Prominent International Lawyer Catherine Pan Named to Dorsey Management Committee
Dorsey Partner Catherine Pan Giordano Comments on China Moving Production to Avoid U.S. Tariffs
Dorsey Wins Banking & Finance Award in China Business Law Awards 2017-2018
Dorsey’s China Practice on Shortlist for Asia Law Dispute Resolution Awards 2017
Bullish on China, international firm unveils US-China practice group
Dorsey & Whitney Forms U.S.-China Practice Group
Super Lawyers Recognizes 20 Dorsey Lawyers in New York

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

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


Catherine X. Pan-Giordano Top Women in Dealmaking 2023  Ranked in Chambers Global 2022 Catherine Pan-Giordano

  • Notable Practitioner: M&A – Foreign: China, IFLR1000 2023 APAC Rankings
  • Recognized as a "Stand-Out Lawyer" by Thomson Reuters, 2024
  • "Top Women in Dealmaking” award by The Deal, 2023
  • Recognized for expertise in Corporate/M&A: USA as a Foreign Expert (China) by Chambers Global for four consecutive years, 2020-2023
  • “Top 10 Outstanding Chinese Women” Award by China Institute and Women Who Dared Foundation, 2021
  • Recognized in Lawyers of Color's Power List, 2020
  • 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