Catherine X. Pan joined Heller Ehrman in 2004. Ms. Pan practices U.S. corporate and securities law and also provides advice on China-related matters.

Experience

Ms. Pan has in-depth experience of advising domestic and international clients on complex transactional matters, including domestic and cross-border mergers and acquisitions, equity and debt financing of private companies, NASDAQ initial listings and listing transfers, public company maintenance ('33 Act and '34 Act filings and Sarbanes-Oxley Act compliances), 144A sale of debt securities, and foreign direct investment and commercial dispute resolution in China.  Ms. Pan regularly interacts with Listing Qualification Department of NASDAQ, Staff of SEC Corporation Finance Division, major rating agencies and insurers, Chinese Consulate in New York, as well as various Chinese government agencies

Before she joined Heller Ehrman, Ms. Pan was a legal trainee at the Shanghai office of Freshfields Bruckhaus Deringer and Faegre & Benson, where she assisted clients with cross-border transactions and foreign direct investments in China, including establishment of wholly owned subsidiaries and joint ventures, acquisitions of local companies, and technology licensing to China.  Her responsibility also included interacting with various departments of the Chinese government, e.g., Ministry of Commerce, Administration of Industries and Commerce, and local Tax Bureaus.

In addition to her native Mandarin and Shanghainese, Ms. Pan speaks fluent English.

Representative Engagements

Corporate Securities

• Represented an Argentine national electricity company in its Regulation S and Regulation D exchange offering in the U.S. and overseas.
• Represented a US limited liability company in its overseas condominium units offering and development project, including all securities law compliance matters.
• Represented a European video game company in a reverse merger with a shell  company listed on OTC Bulletin Board.
• Represented the largest Chinese printing company in a reverse merger and $24 million PIPE transaction.   
• Represented four US domestic issuers and one Chinese foreign private issuer in   their SEC filings and Sarbanes-Oxley Act compliance, including preparing S-1, SB-2, 10-K, 10-Q, 8-K, 14f-1, Section 16 filings, 20-F, 6-K and Confidential Treatment Request. 

Mergers and Acquisitions; Private Equity

• Represented META Group in its US$170 million merger with Green Falcon, Inc., a merger sub of Gartner, Inc. 
• Represented a Delaware company in its demerger with a newly acquired subsidiary.   
• Assisted GE in its acquisition of OSi Specialties unit from Crompton Corporation in exchange for GE’s Specialty Chemicals unit and US$633 million in cash.
• Represented a New York based hedge fund in various minority investments in public companies. 
• Represented companies and private equity funds in preferred stock financing and debt financing, including bridge loans.

Securitization

• Representing Washington Mutual Bank in 144A sale of $100 million residuals in a mortgage-backed securitization pool to CSFB.
• Representing a leading investment bank in its acquisition of a portfolio of non-performing loans from an asset management company.
• Inspected loan documents, mortgage deeds and title insurances in a swap of mortgage-backed securities and adjustable-rate mortgage loans between Washington Mutual Bank and Fannie Mae.   

Commercial Transactions and General Corporate Law

• Representing a real estate investment trust in its sale and leasebacks of office buildings.
• Represented companies and lenders in credit facilities transaction.
• Represented a NASDAQ listed company in the establishment of an equity joint venture in Shanghai and a representative office in Shenzhen.  
• Represented certain members of a limited liability company in the transfer of their membership interest and the amendment of the operating

Publications

• "Planning for Commercial Dispute Resolution in Mainland China,"  The American Review of International Arbitration (Vol. 16, No. 1).  2005
• "Licensing and Technology Transfer to China,"  The LESI Guide to Licensing Best Practices (2nd Edition).  2005
• "Application and Development of the GATT Exemption Clause,"  China Law Review, (Vol. 5).  2001