Jiannan Zhang

Partner, Co-Head of Capital Market Practice
Location: Dallas, Texas

Jiannan Zhang focuses his practice on corporate, securities, finance, mergers and acquisitions, venture capital, and international transactions. He has extensive experience in advising businesses in different industries on various legal issues, including formation of entities, structuring of ownership, public offerings and private placements, corporate governance, strategic alliances, and business combinations.

Jiannan has assisted many Asian companies, including Chinese companies, doing business in the United States. He has advised them on raising capital in the U.S. through public offerings and private placements and acquiring U.S. assets and technologies through licensing and mergers and acquisitions.

He is a frequent speaker at seminars and conferences in the U.S. and China. He has contributed to publications such as Texas International Law Quarterly and Private Equity International, and he co-authored a chapter on China Telecom for Guide to Telecommunications in Asia.

Education

University of Maryland Carey School of Law, J.D. (1998)

  • Articles Editor, Maryland Journal of International Law and Trade
  • Cunningham Award for Outstanding Achievement

Rice University, Ph.D. (1991)

Bar Admissions

  • Texas (1999)

Memberships

  • Texas Bar Association

Languages

  • English
  • Chinese

Publications

  • “Offshore to China”, Private Equity International, August 1, 2005
  • “China: New Contract Law”, Texas Transnational Law Quarterly, 2000
  • “Survey of International Law”, (co-authored) Maryland Journal of International Law and Trade, 1997
  • “China”, (co-authored), a chapter in Guide to Telecommunications in Asia, 2006

Experience

Representative transactions handled by Jiannan Zhang include:

Mergers and  Acquisitions

  • Represented the buyer group in the going private transaction of a Nasdaq listed telecom company;
  • Represented a major shareholder of Nasdaq listed company in its disposition of its entire holding;
  • Represented a financial buyer in its acquisition of major shares of a Nasdaq listed company;
  • Represented a Nasdaq listed company in its auction sale to a US private equity fund;
  • Represented a US listed Chinese gas company in its going private transaction;
  • Represented a Nasdaq listed company in its acquisition of a clean energy vehicle manufacturer in China;
  • Represented a Nasdaq listed company in its acquisitions of Hong Kong, Australian and US companies by issuing its common shares;
  • Represented a Hong Kong listed Chinese mining company in its acquisition of the controlling shares of a Johannesburg stock exchange listed South African company;
  • Represented Netraker Corporation in its sale of all out standing shares to Keynote Systems Inc;
  • Represented a Chinese company in its acquisition of power assets in US;
  • Represented Huawei in its acquisition of Cognigine Corporation in California.

Capital Market Transactions

  • Represented issuer, a Nasdaq listed company in its $120 million public offering of its common shares;
  • Represented issuer, a Nasdaq listed company, in its $65 million public offering of its common shares;
  • Represented underwriter, in a $100 public offering of the common shares of a Nasdaq listed company;
  • Represented issuer, a Nasdaq listed company, in its $120 million 144A offering of convertible notes;
  • Represented issuer, an Indonesian company, in its $200 million public offering of high yield bonds;
  • Represented issuer, an NYSE listed company, in its restructuring of convertible notes and warrants;
  • Represented numerous US listed companies in their registered direct offering, PIPE offering and private placements of common shares, preferred shares and convertible notes with warrants;
  • Represented issuer, a Nasdaq listed company, in its $60 million initial public offering of common shares.

Other International Transactions

  • Represented a Chinese company, in its $200 service contract with Venezuelan government;
  • Represented an Indian company in its multi-million dollars investment in a Chinese telecom company
  • Represented a Nasdaq listed company in its dispute with a NYSE listed company in Delaware court;
  • Represented a Nasdaq listed company in its joint venture with a Hong Kong real estate company;
  • Represented a Chinese company in its $45 million investment from a US private equity fund;
  • Represented a US private equity fund in its joint venture with a Chinese state owned investment company

Public Company Counsel

  • Acted as outside counsel for more than a dozen of US listed Chinese company in their SEC compliance, internal investigation, corporate governance, listing rules compliance matters.
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