Zongtai ZHOU
Partner Working Language： Chinese/ English
Mr. Zhou has extensive experience in securities and capital markets, cross-border investments and mergers and acquisitions, commercial litigation, banking and finance, corporate governance, and general corporate counseling. Mr. Zhou has long represented Chinese enterprises, multinational corporations, and financial institutions in connection with U.S. legal matters. His practice encompasses capital markets transactions, cross-border investments and financings, national security review, commercial dispute resolution, product liability, intellectual property, and regulatory compliance. He also provides comprehensive legal support throughout the entire lifecycle of clients' business operations in the United States.
Prior to joining DeHeng's New York Office, Mr. Zhou worked at leading international and Chinese law firms, where he participated in numerous initial public offerings (IPOs) and capital markets transactions on The Stock Exchange of Hong Kong Limited. His work included drafting prospectuses and other offering documents, conducting legal due diligence, advising on securities compliance, and providing transactional support. He has also been extensively involved in cross-border investments, capital markets transactions, corporate finance, and mergers and acquisitions, delivering comprehensive legal services to domestic and international clients.
In addition to his capital markets practice, Mr. Zhou has experience in handling cross-border commercial disputes, corporate governance matters, and regulatory compliance issues. He has represented clients in litigation before U.S. federal and state courts involving shareholder disputes, commercial contract disputes, intellectual property, product liability, employment matters, regulatory investigations, and international arbitration. Mr. Zhou also regularly advises clients on corporate governance, commercial contracts, cross-border investments, banking and finance, intellectual property protection, FAA regulatory compliance, CFIUS national security review, U.S. export controls, and other regulatory compliance matters, providing comprehensive legal support for clients' investments, operations, and risk management in the United States.
Representative Matters
- Advised U.S.leading environmental products manufacturer Green Wave International Inc. on an M&A transaction, providing legal support on transaction structuring, corporate law matters, transaction documents, and related implementation arrangements.
- Provided comprehensive legal and compliance services to the China General Chamber of Commerce U.S.A. (CGCC), covering corporate governance and election procedures, copyright dispute matters, as well as research and training on key legal risks and compliance considerations for Chinese companies operating in the United States.
- Provided ongoing legal support to the Westlake Education Foundation (North America) on corporate governance and day-to-day operations, assisting in enhancing its governance framework.
- Provided legal services to Aohai Technology with establishing a U.S. subsidiary, including structuring its investment framework and designing corporate governance and control arrangements.
- Provided legal services in connection with an M&A and strategic investment transaction involving a U.S.-listed company, including transaction structuring, legal due diligence, drafting of transaction documents, and closing.
- Provided capital markets legal services in connection with a company’s listing on The Stock Exchange of Hong Kong Limited, including review of listing-related legal documents and cross-border compliance matters.
- Provided specialized legal services to China CITIC Bank International Limited in connection with a U.S. mortgage loan refinancing transaction, including drafting loan documents, structuring security arrangements, conducting legal due diligence, and assisting with the financing closing.
- Represented a Chinese manufacturing company in U.S. product liability litigation, including product liability risk assessment, litigation strategy, and cross-border dispute resolution.
- Represented a Chinese manufacturing company in a U.S. commercial contract dispute, including proceedings before a U.S. state court and related cross-border dispute resolution matters.
- Represented a Chinese manufacturing company in a cross-border commercial lease dispute in the United States, including matters relating to lease performance, contractual liability, and dispute resolution.
- Provided legal services to a Chinese technology company in connection with a U.S. investment project involving review by the Committee on Foreign Investment in the United States (CFIUS), including national security risk assessment, preparation of filing materials, and communications with regulatory authorities.
- Provided capital markets legal services to a Chinese technology company in connection with its quotation on the U.S. over-the-counter (OTC) market, including securities law compliance, preparation of quotation-related documents, and ongoing disclosure matters.
- Provided legal services in connection with a shareholder control and corporate governance dispute, including matters relating to shareholder rights, corporate control, and governance arrangements.
- Provided legal services to a U.S.-listed company in connection with management changes and corporate governance matters, including board resolutions, management restructuring, and related corporate governance matters.
- Provided legal services to an unmanned aircraft systems company in connection with Federal Aviation Administration (FAA) regulatory compliance, including product regulatory compliance analysis and U.S. aviation regulatory matters.
- Provided legal services in connection with U.S. export controls and Specially Designated Nationals (SDN) sanctions compliance, including export control and economic sanctions risk assessments and development of compliance frameworks.
- Provided legal services in connection with an intellectual property infringement dispute, including infringement analysis, dispute resolution, and development of litigation strategy.
Education Background
- Juris Doctor (J.D.) – American University Washington College of Law
- Master of Laws (LL.M.) – University of California, Davis School of Law
- Master of Laws (M.A.) – Peking University Law School
- Bachelor of Arts (B.A.) in Political Science and History, with distinction – University of Toronto (St. George)
Selected Publications
- Legally Demystifying an Oriental Cultural Myth: Reinterpreting Guanxi in Reference to Contract Law," Peking University Law Journal.“
