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ZHAO Binghao

Dec 27, 2019

Associate Professor



Educational Background

UNIVERSITY OF PENNSYLVANIA  (Philadelphia, PA), LAW SCHOOL AND WHARTON SCHOOL OF BUSINESS  

S.J.D., December 2017

J.D./Certificate in Business and Public Policy, May 2006

  - Distinguished Public Interest Service Award

  - Research Assistant to Professor Jacques deLisle

  - Mentor to two LL.M. candidates from China and Taiwan

  - Author of a series of articles on Some Lessons from Delaware’s Experience in Crafting Legal Rules Governing Mergers and Acquisitions that have been published in National Corporate Law Review.

LL.M., May 2004

  - Representative to the Committee on Student Conduct and Responsibility

  - The University of Pennsylvania Law School LL.M. Scholarship (the highest academic merit scholarship for LL.M. students)

  - Translated Debt’s Dominion: A History of Bankruptcy Law in America, by Professor David A. Skeel from English into Chinese (China Legal Press, 2010)

  - Frequent lecturer at several major Chinese law schools and to the legal community regarding issues in corporate, commercial and bankruptcy law


CHINA UNIVERSITY OF POLITICAL SCIENCE AND LAW (Beijing, China)

Master of Laws, June 2003

  - Chinese delegate to the Forum for American / Chinese Exchange at Stanford (FACES)

Bachelor of Laws (J.D. equivalent), July 2001


CHINESE PEOPLE’S PUBLIC SECURITY UNIVERSITY (Beijing, China)

B.A., in Chinese Literature, July 1999

  - Graduated cum laude



Work Experience

March 2019 - Present, CHINA UNIVERSITY OF POLITICAL SCIENCE AND LAW, CIVIL, COMMERCIAL AND ECONOMIC LAW SCHOOL, Associate Professor


July 2013 - Present, GERSON LEHRMAN GROUP (GLG), Hong Kong, Head of Legal, Asia

- Providing leadership and ensuring efficient and effective management of staff and resources in GLG’s Asia Pacific Legal Department which covers Hong Kong, Beijing, Shanghai, Shenzhen, Tokyo, Seoul, Singapore, Sydney and India; trusted advisor to boards of directors, executive management teams and senior internal counsels; guiding executive staff through the legal dimensions of routine and complex business decision-making, and promptly solving everyday business problems with practical nuts and bolts legal advice and research; working in close coordination with Global Legal based out of Headquarters to ensure a worldwide uniform legal and compliance framework by influencing and partnering local stakeholders

- Managing GLG’s strategic and legal documentation; providing legal advice and guidance on commercial, financial, civil and corporate matters related to GLG’s businesses; advising all business units on contractual issues, regulations and legal provisions; providing internal training on legal and regulatory topics in order for the business to keep abreast of regulatory issues and to enhance individual ownership of risk and fiduciary responsibilities

- Responsible for the full gamut of issues, including: ensuring GLG compliance with all applicable laws and regulations in Asia Pacific region; participation in negotiations and preparation of engagement letters and contracts, service agreements, transactional agreements, subcontracts, confidentiality agreements, vendor agreements, commercial leases as well as other core business contracts; advising on M&A, joint ventures, and strategic investments; managing a broad range of litigation, arbitration, and investigation matters; providing employment law and HR guidance, drafting and evaluating employment, non-compete, and separation agreements; managing licensing and regulatory compliance issues, managing trademark portfolio as to application, registration, perfection and maintenance of all trademarks in Asia Pacific

- Partnering with Research/IT team to develop and monitor privacy and data protection controls; advising directors and executives on all corporate governance matters and liaising with the finance and internal audit teams, rendering corporate tax advice and advising finance/accounting team; developing and maintaining a corporate policy framework; responsible for negotiating, drafting, reviewing and executing a wide variety of agreements both domestically and internationally and reviewing advertising and marketing materials to ensure compliance with legal requirements

- Recruiting, training and supervising junior attorneys and paralegals, selecting and managing external counsels, developing and managing regional budget


December 2010 - June 2013, ALLEN & OVERY LLP, Beijing, China, Senior Associate at the U.S. Practice Group 

- Represented public and private companies and private equity funds in a variety of corporate transactions, with a particular focus on mergers and acquisitions and private equity. As acting lead counsel to China Investment Corporation (CIC), General Electric Company (GE), GE Capital, Blackstone, Barclays PLC, Sinopec, structured and negotiated complex business transactions, mergers and acquisitions, leveraged buyouts, recapitalizations, going private transactions, venture and growth capital investments, debt and equity financings, and securities offerings

- Extensive corporate and commercial law experience including M&A and capital market transactions, cross-border transactional work, winding up, insolvency, litigation/dispute resolution as well as various commercial and corporate matters; regular representation of portfolio companies of private equity clients and other companies with respect to all of their corporate transactions, and effectively served as their outside general counsel

- Represented publicly traded and privately held companies, including state owned enterprises (SOEs) and private companies, with respect to structuring, negotiating and implementing M&A and buyout transactions, corporate formation, corporate governance, reorganization, contract negotiation, corporate compliance and general corporate matters

- As a senior member of the team, mentored and supervised junior lawyers and paralegals; built strong client relationships and maintained a positive team environment


September 2007 - November 2010, CADWALADER, WICKERSHAM & TAFT LLP, New York, NY, Associate  

- Represented public and private corporations, investment banks and private equity firms and their portfolio companies with respect to mergers, acquisitions and dispositions, joint ventures and private equity investments, including representation of private equity firms and companies in a broad variety of distressed corporate situations, including distressed acquisitions

- Representation of both creditor committees and debtors in Chapter 11 cases, drafted motions, objections and legal memoranda, negotiated debtor in possession financing, drafted and negotiated plans of reorganization and disclosure statements, conducted factual business due diligence, negotiated a sale debtors’ assets and participated in negotiations regarding bondholder recoveries, including representation of the US Treasury Department in the Chrysler, General Motors and Delphi restructuring

- Drafted and negotiated transactional documents, such as purchase agreements, LLC agreements, merger agreements, stockholders’ agreements and subscription agreements


August 2006 - August 2007, THE HONORABLE JACK B. JACOBS, Wilmington, DE, SUPREME COURT OF DELAWARE, Law Clerk  

- As the sole fulltime law clerk, assisted Justice Jacobs in all aspects of appellate practice, including preparing pre-argument memoranda, attending oral arguments, reviewing trial records and researching, editing and evaluating the legal analyses in drafts of written opinions

- Prepared briefs, legal memoranda and statement of issues involved, including appropriate suggestions or recommendations involving broad array of issues pertaining to state procedural and substantive law, including corporate law, corporate finance, contracts, criminal law and constitutional law to the judge; compiled references on laws and decisions necessary for legal determinations; conferred with judge concerning legal questions, construction of documents and granting of orders

- Researched issues and drafted memoranda for three-judge panel for counseled motions, petitions and appeals; drafted and edited majority, concurring and dissenting opinions and orders

- Mentored a judicial intern on legal research and writing


May 2005 - August 2005, SHEARMAN & STERLING LLP, New York, NY, Summer Associate Rotated through Capital Markets and Bankruptcy & Reorganization groups

- Projects included drafting memoranda on various bankruptcy and reorganization issues, drafting 10-K/A form for Pathmark Stores, Inc., conducting blue-sky survey, analyzing indenture for Viacom, Inc., and conducting due diligence

- Received an offer of permanent employment


May 2004 - August 2004, THE HONORABLE ROBERT D. DRAIN, New York, NY, U.S. BANKRUPTCY COURT, S.D.N.Y., Summer Intern  

- Drafted memoranda on various bankruptcy issues in preparation for Chapter 11 hearings

- Summarized and corrected motions and orders

- Researched questions of law concerning reaffirmation, unexpired leases and executory contracts.



Courses Taught

  - Bankruptcy

  - Corporations

  - The Globalization of Corporate Governance: The U.S. Bankruptcy;

  - Blockchain and Cryptocurrencies: Law, Economics, Business and Policy



Appointments

  - Recipient of the Association of Chartered Certified Accountants (ACCA) Diploma in Financial Management (DipFM)

  - Member of American Bankruptcy Institute

  - Member of International Association of Restructuring, Insolvency & Bankruptcy Professionals (INSOL International)

  - Certified Grade Two, National Computer Application Ranking Association



Bar Admissions and Qualifications

  - Admitted to the Bar of the State of New York (2007)

  - Admitted to the Bar of the People’s Republic of China (2001)

  - Certificate of Fund Qualification of the People’s Republic of China (2016)



Languages

Mandarin – Native 

English – Fluent

Cantonese – Intermediate



Representative Publications

Books

1. Chinese translation of Debt’s Dominion: A History of Bankruptcy Law in America, authored by Professor David A. Skeel (China Legal Press, 2010)


Articles

1. U. S. Experience on Cryptocurrency Regulation and an Examination of China's Approach 3 Journal of Fujian Normal University ( Philosophy and Social Sciences Edition) 71, 2020

2. An Analysis of the Sources of Presidential Power in the U.S., Weekly Digital Magazine - Caixin Global, August 3, 2020

3. A Legal Analysis and Practical Application of the PRC Enterprise Bankruptcy Law, 11 Business Law International 49 (2010) (with John J. Rapisardi Esq.)

4. Chinese translation of Realigning the Standard of Review of Director Due Care with Delaware Public Policy: A Critique of Van Gorkom and its Progeny as a Standard of Review Problem, authored by William T. Allen, Jack B. Jacobs & Leo E. Strine, Jr., 14 Corporate Law Review 1 (2008)

5. Chinese translation of Implementing Japan’s New Anti-Takeover Defense Guidelines: Part I: Some Lessons from Delaware’s Experience in Crafting “Fair” Takeover Rules, authored by Jack B, Jacobs, 12 Corporate Law Review 2 (2007)

6. Chinese translation of Creditors’ Ball: The “New” New Corporate Governance in Chapter 11, authored by Professor David A. Skeel, 11 Corporate Law Review 1 (2007)

7. How to resolve the splits among courts on identical legal issues, 10 Journal of Law and Life 25 (2002)