Catherine X. Pan-Giordano

Catherine X. Pan-Giordano

[email protected]


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

Catherine is a Partner and Corporate Group Head in the firm’s New York office and leads the firm’s globally recognized U.S.-China transactional 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, 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. 


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 

News & Resources


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
Chemical Industry Update - October 2018
How to Handle a #MeToo Moment: Legal, Language and Cultural Tips
代表中国股东担任美国公司董事 – 你所应当了解的董事忠慎义务
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
美国消费者集体诉讼 – 中国企业需要知道的那些事儿
“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

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 Adds to US-China team in a bid to take advantage of continuous flow of business between the two countries
Dorsey’s U.S.-China Practice Group Continues Growth
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 Asialaw 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
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

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


  • 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