Catherine X. Pan-Giordano

Corporate Global Expansion & Foreign Direct Investment (FDI): Greenfield and Brownfield Projects; M&As; JVs and Other Investments

• Represented one of the world’s largest solar panel companies in its $200 million+ investment to establish a new solar panel assembly facility in the U.S. in 2023.
• Represented one of the world’s largest EV battery components companies in its $1 billion investment to establish a new EV battery components manufacturing facility in the U.S. in 2022.
• Representing a leading China-based e-commerce platform in its ongoing U.S. expansion efforts since 2023.
• Represented numerous Chinese owned biotech and pharmaceutical companies in their direct investments and expansion efforts in the U.S.
• Represented a China-based international healthcare product manufacturer in its direct investment, expansion, regulatory compliance and commercial dispute matters in the U.S.
• Representing a NASDAQ listed public company in its multiple hundred million dollar investment in a solar cell manufacturing plant in the U.S.
• Represented a China-based public energy company in its investment in a renewable energy project in Texas in 2021-2022.
• Representing WinIt America in its investments in, and establishment of, multiple warehouse and logistics facilities in New Jersey, Kentucky, Texas, Arizona and Atlanta since 2019.
• Represented Zhengfa New Energy in connection with its investments in, and ongoing management of, STR Solar, a provider of encapsulants to the photovoltaic module industry.
• Represented Ninebot Limited, a portfolio company of Xiaomi Technologies and Sequoia Capital, in its investments in, and ongoing management of, a self-balancing vehicle manufacturing facility in New Hampshire known as Segway Inc.
• Represented Fosun Group in its various foreign direct investment projects in the U.S. from 2017-2022.
• Advised one of the largest railway construction companies in China, China Railway Group, in a proposed infrastructure project in the U.S.
• Represented the largest diary company in China, Yili Group, in its direct investment and expansion efforts in the U.S.
• Represented a global private equity firm in its $5 billion investments in Alibaba Group, 360buy.com 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 in 2019.
• Represented Yili Group, the largest dairy products company in Asia, in its bidding for Stonyfield, the No. 1 organic yogurt maker in the U.S., a subsidiary of Danone, in 2017.
• Representing CDH Investments, a premier Chinese PE firm, in connection with multiple acquisitions and investments in the U.S.
• Represented a leading non-profit biomedical research organization in the U.S. 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 U.S., including retirement living facilities, student housing projects and other commercial and mixed use properties since 2014.
• Represented multiple prestigious private schools in the U.S. in connection with their partnership initiatives with private schools and investors in China.
• Represented a Chinese public company in its Series C financing of a U.S.-based technology company 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 to a Chinese public company.
• Represented a U.S. maritime technology company in its sale to a Beijing-based Chinese public company.
• Represented a leading Chinese gaming company in its numerous venture investments in U.S.-based video and online game companies.
• Represented a leading infrastructure construction company in China in its U.S. expansion efforts.
• Represented significant stockholders of China Biologic Products, Inc. (NASDAQ: CBPO) in the sale of a $40 million equity stake to Warburg Pincus.
• Represented numerous technology companies from China’s Silicon Valley (“Z Park”) in acquiring technologies, brands and other assets in the U.S. through strategic acquisitions and investments.
• Represented PRTM, a global management consulting firm and a subsidiary of PWC, in its acquisitions of various consulting firms in Asia.
• 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 in China with the World Bank and IFC. 

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.

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.

U.S.-China Regulatory Compliance: National Security, Export Control and U.S. Sanctions

• Represented a Chinese technology company, Luokung Technology, in dealing with OFAC and litigating against the U.S. government with respect to its “Communist Chinese Military Company” designation by the U.S. Department of Defense and OFAC. Successfully obtained a temporary injunction in the client’s favor. Luokung was subsequently removed from the list by the U.S. government.
• Represented a Chinese manufacturing company in its successful removal from the BIS Unverified List (UVL) under the October 7, 2022 export control rules.
• 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.
• Represented one of the largest credit card payment network companies in the world in its CFIUS analysis, compliance and training programs.
• Represented a robotics company in Z-Park of Beijing in its post-acquisition CFIUS analysis and compliance.
• Represented a series of venture capital funds and their growth stage portfolio companies in their transaction-based CFIUS analysis and post-closing CFIUS compliance efforts.
• Represented several China-based family offices in transaction-based CFIUS analysis for their investments in the U.S.
• Represented a leading Chinese textile manufacturer and exporter in response to U.S. sanctions and CBP actions relating to the alleged use of forced labor in the Xinjiang Uyghur Autonomous Region of China.
  
• Represented a Chinese company headquartered in Xinjiang in response to the U.S. Department of Defense’s investigation and action relating to the company’s investments in oil fields and land development in the U.S.
  
• Represented a Chinese financial institution in connection with certain semiconductor product and equipment restrictions and foreign direct product rules under the October 7, 2022 export control rules.
  
• Represented the CEO of a Chinese construction company in connection with allegations of forced labor use by the U.S. Department of Justice.
  
• Advised a leading U.S. biotech research institution on China-related export control matters.
  
• Advised the Chinese office of a U.S. public company to provide tailored economic sanctions training to Chinese employees about the impact of those sanctions on foreign persons.
  
• Delivered specialized economic sanctions and export control training to the Hong Kong operations of a major U.S. financial institution.
  
• Provided economics sanctions analysis, advice and training to one of the largest Chinese payment companies.
  

Risk Management, Litigation Prevention and Dispute Resolution

• Winning post-closing disputes regarding net working capital and earn-out payments in connection with several complex 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 and asserting minority rights in protection of several founders and entrepreneurs.
• Represented various Chinese public companies and their audit committees, directors and executive officers in internal and SEC investigations, securities class actions and derivative lawsuits.
• Represented universities and research institutions in NIH, NSF, DOJ and FBI investigations relating to federal research grants.
• Represented researchers and faculty members across the U.S. in NIH, NSF, DOJ and FBI investigations relating to alleged ties with China.