March 21, 2017

Team

Zhihui (Julie)  Guo

GoodWin Law Group

New York Office

 

US Mobile:+1 917.250.7787                        China Mobile:+86 138.1188.7076

Email:  

[email protected]                                     [email protected]                      

About

Zhihui (Julie) Guo focuses her practice on corporate and securities aspects of cross-border business between China. the United States and other areas. She represents emerging and established Chinese clients on their outbound investment and capital market transactions in the United States and other areas. She also assists U.S. or other foreign companies expanding their businesses in China.

Born and raised in China, Ms. Guo is a licensed attorney in China and worked with a large Chinese law firm in China before coming to the U.S. and joining Troutman Sanders. She focused on mergers and acquisitions, corporate practice, and securities practice. Ms. Guo is a native Mandarin speaker. She has an understanding of the legal, economic, political system, the society and culture of China. She also has experience in practicing Chinese law and business matters.

Practice Areas

 

  • mergers and acquisitions
  • securities offering and filings
  • Independent and SEC investigation
  • Securities litigation
  • Going private and dark
  • private equity and venture capital
  • corporate investment and financing
  • corporate governance
  • general corporate practice
  • investment immigration

Selected Representations

  • Represented Chinese companies in the mergers and acquisitions in the US or other areas;
  • Represented Chinese companies in the independent investigation, SEC investigation and securities litigation;
  • Represented listed companies in the going private and dark;
  • Represented Chinese companies in their main board listing application and capital raising through public offering and PIPE, including initial public offering and follow-on offering;
  • Represented Chinese companies in reverse mergers, Form 10 listing and PIPE offering in conjunction with the reverse merger and Form 10 listing;
  • Represented underwriters in Chinese companies’ public and private offering;
  • Represented Chinese companies in their private equity and venture capital financing;
  • Represented investors in the investment immigration; and
  • Represented US or other foreign companies in the investment, mergers and acquisition in China;

 

Education

  • University of Georgia School of Law, LLM
  • China University of Political Science and Law, LLM
  • China University of Political Science and Law, LLB

 

Bar Admissions

            New York, P.R.China

 

 

Language

             Mandarin , English

 

Publications: four books

  • Invest in the USA-Success Guide for Chinese Investors to Invest in the USA, China Machine Press, Huazhang, 2014
  • Power of Capital-How Chinese Companies Raise Capital and do M&A transactions in the global Market, China Legal System Publication House, Beijing, China, 2012
  • Operating Documentation Model and Operating Guidebook for Enterprise Reforms and Mergers, Law Press, Beijing, China, first edition, 2005, second edition, 2006
  • Guidebook and Documentation Model for the New Bankruptcy Law of Enterprises, China Legal System Publication House, Beijing, China, 2006

Organizations

 

  • Chairperson, Int’l Capital Market Alliance
  • Chair, Asian Practice Committee, New York County Lawyers' Association
  • Member, American Bar Association
  • Member, Chinese Business Lawyer Association
  • Member, Culture and Career Club
  • Member, University of Georgia Alumni Association New York Chapter
  • Member, CUPL Alumni American Association

 

Caroline L. Cao

GoodWin Law Group

San Francisco Office

 

US Mobile:+1 646.479.4077       

Email: [email protected]                                                  

About

Caroline Cao focuses her practice on corporate and securities aspects of cross-border business between China, the United States and other areas. She represents emerging and established Chinese clients on their outbound investment and capital market transactions in the United States and other areas. She also assists U.S. or other foreign companies expanding their businesses in China.

Born and raised in China, Ms. Cao graduated from top law school in China, UK, and the United States. She has resided in a number of cities, including Beijing, Madison in Wisconsin, Oxford (UK), New York City, and is currently based in San Francisco. She has substantial experience working in corporate law firms in Manhattan in New York, San Francisco, with a focus on corporate securities, capital market, and cross-border transactions, along with general corporate matters. She was also a corporate counsel with an international energy investment company, where she on behalf of the company attended U.S.-China Energy Summit, for which former U.S. President Bush was appointed as keynote speaker. In that event, Ms. Cao also conducted a presentation to the Chinese Investors Delegation in Capitol Hill, Washington D.C. on the topic of Chinese Investments in the U.S.

Ms. Cao speaks fluent Mandarin and Cantonese, besides English. She has an understanding of the legal, economic, political system, the society and culture of China

Practice Areas

  • mergers and acquisitions
  • securities offering and filings
  • Independent and SEC investigation
  • Securities litigation
  • Going private and dark
  • private equity and venture capital
  • corporate investment and financing
  • corporate governance
  • general corporate practice
  • investment immigration

 

Organizations

  • Director, Int’l Capital Market Alliance
  • Member, American Bar Association
  • Member, Chinese Business Lawyer Association
  • Member, CUPL Alumni American Association

 

Selected Representations

  • Representation of a China-based real estate development company in its initial public offering at NASDAQ
  • Representation of a China-based health-care products manufacturing company in structuring its VIE structure and off-shore entities for reverse merger to a U.S. public shell
  • Representation of a Shenzhen-based battery manufacturing company in its reverse merger to a U.S. public shell
  • Representation of an AMEX listed oil and gas company in its acquisition of oil and gas exploration facilities in northern China
  • Representation of an insurance company in due diligence related to its proposed acquisition of a Chinese insurance broker company
  • Representation of a China-based solar company in drafting its Employee Stock Option Plan and S-8 registration
  • Issuing legal opinions under Rule 144 sales of restricted/unrestricted stocks by affiliates and non-affiliates for portfolio companies
  • Preparation and filing of proxy statement and other shareholder annual meeting documentations for a number of China-based U.S. public companies
  • Representation of a number of public companies in its compliance of SEC reporting requirements, including filings of 10-K, 10-Q, 8-K and Section 16 beneficial ownership disclosure reports, including XBRL format filings
  • Representation of an energy company in formation and managing of its energy investment funds of an aggregated amount of US$100 million
  • Provided legal consultation to an EB-5 regional investment center

Education

  • University of Wisconsin School of Law, LLM
  • Oxford University, Certificate in European Law
  • China University of Political Science and Law, LLB

 

Bar Admissions

  • New York

Language

           

  • Mandarin, Cantonese, English