Amelia X. Zhang
Norton Rose Fulbright US LLP
Related services and key industries
- Corporate, M&A and securities
- Capital markets
- Corporate governance
- Private equity and venture capital
Amelia X. Zhang is a senior associate in the Corporate, M&A & Securities practice. Her practice focuses on securities offerings, securities reporting, M&A, international transactions and corporate governance including board advisory. Amelia's clients include corporations in the energy, technology, real estate and healthcare sectors. She also has experience in general corporate matters like joint venture, international business reorganization, executive compensation and shareholder engagement.
Clients value Amelia's technical expertise and practical advice with commercial sense. Having previously served as the managing counsel for M&A & Securities and Assistant Corporate Secretary for a NYSE-listed company, Amelia understands clients' business needs and shapes her services to achieve the business goal. Amelia serves on the Board of Women's Energy Network and Palmer Drug Abuse Program. She is a member of the State Bars of Texas and New York, Asian American Bar Association and Association of Corporate Counsel.
- JD, University of Texas School of Law, 2012
- Texas International Law Journal
- Center for Women in Law
- LL.B, cum laude, Peking University
- Dean's List
- BA, Economics, Peking University
- New York State Bar
- Texas State Bar
Amelia's significant matters include:
- Represented a TSX-listed Canadian energy infrastructure company in its $1.5 billion public stock-for-stock merger with an NYSE-listed US company.
- Represented an NYSE-listed oilfield services company in its $1.3 billion public stock-for-stock merger. Deal nomination: Billion Dollar Plus Deal of the Year by Dallas CEO Magazine M&A Award.
- Represented an NYSE-listed upstream oil company in its public stock-for-stock merger into an Fortune 500 oil company.
- Represented a Nasdaq-listed healthcare company as target in a Tender Offer merger with a top 10 private equity portfolio company.
- Represented a technology consulting firm in its $600 million de-SPAC merger to be listed on Nasdaq.
- Represented an upstream SPAC in $1 billion IPO of common units representing limited partner interests.
- Represented an online entertainment SPAC based in Middle East in its IPO in the US market.
- Represented an upstream public MLP in its $614 million and $539 million public-to-public mergers.
- Represented an NYSE-listed Fortune 100 company in its €1.5 billion triple-tranche bond offering, bond listed on the main market of the Luxembourg Stock Exchange.
- Represented NYSE or Nasdaq-listed companies in the public offerings and private placements of the common stock, preferred stock and convertible notes, for companies based in the U.S., Canada, India and China.
- Represented public companies, including foreign private issuers, in their 1934 Act compliance, corporate governance, board advisory and executive compensation related matters, including annual reports, periodic reports, current reports, Form S-8s, Schedule 13Ds/13Gs, Section 16 filings and proxy statements of annual stockholder meetings and special stockholder meetings.
- Represented various public companies in its shareholder engagement process with top institutional holders on corporate governance, ISS QualityScore analysis and the proxy firms' voting guidelines.
- Represented the largest ADR Depositary Bank in various ADR programs, including level 3 programs (IPOs in the U.S.) for foreign private issuers or other exempted foreign companies with securities trading on non-U.S. exchanges, such as London Stock Exchange, Oslo Stock Exchange, Hong Kong Exchange, Paris Stock Exchange etc.
- Represented an NYSE-listed technology company and an OTC-listed company in their issuance and registration of its post-restructuring equity securities from the Chapter 11 bankruptcy proceedings.
- Represented a California-based natural gas utilities holding company in its $500 million shelf offering of high-yield notes.
- Represented a California-based electric company in its shelf offerings of first mortgage bonds.
- Represented a top healthcare group in its development of high-end hospitals in China and Singapore in conjunction with a Chinese healthcare group.
- Represented a major Chinese real estate fund in its offering of multi-family residence development in the U.S. to mainland Chinese investors and joint venture with a major U.S. real estate fund.
- Represented a major Chinese energy company in its $1.7 billion asset acquisition of working interests in Permian Basin, Texas.
- Represented a major Chinese renewable energy company in its U.S. acquisition of several solar and wind energy companies.
- Represented various Chinese national oil companies (NOC) in various corporate functions for its operations in the U.S., including corporate reorganization, internal compliance program, employee handbooks/corporate governance, international trade and anti-dumping investigations.
- Represented a large Chinese pharmaceutical company in its PIPE investment in a NASDAQ-listed U.S. manufacturer of healthy foods.
- Represented NYSE-listed and Nasdaq-listed companies in global entity rationalization and restructuring post-merger.
- Represented a multinational engineering company headquartered in Europe in its asset acquisition of a private equity portfolio company.
- Represented a Japan-based global electronics manufacturer in its stock acquisition of a Texas-based technology company.
- Represented various public utility companies in the issuance of mortgaged-backed public utility or green bonds.
- financial institution as depositor and issuer on various Rule 144A/Regulation S pass-through certificate offerings in securitizations of Freddie Mac multi-family commercial mortgage loans.
- Represented a leading mortgage securities corporation as loan seller on a Rule 144A/IAI trust offering of mortgage pass-through certificates in securitization of a single loan secured by shopping malls.
- Represented a leading commercial mortgage securities corporation as depositor on a direct offering of mortgage notes.
- Represented a public Jones Act-regulated maritime company in its ongoing warrants exercises into its common stock and its compliance with the Jones Act of its capital structure.
- Ones to Watch - Corporate Governance and Compliance Law; Corporate Law; Mergers and Acquisitions Law; Securities/ Capital Markets Law, Best Lawyers, 2024
- Rookie of the Year, Best Corporate Counsel, Houston Corporate Counsel Awards, Texas Lawbook and Association of Corporate Counsel, 2019
- "US private M&A drafting considerations in light of COVID-19," Association of Corporate Counsel, August 19, 2020
- "SEC Looks at E&P Compliance with Amended Oil and Gas Disclosure Rules," Oil and Gas Finance Journal, June 9, 2014
- "Updates on US-China Cross Border Business Regulations," Corporate Counsel Salon Discussion with the Asian American Bar Association, October 2019
- "Gender Diversity and Corporate Governance Hot Topics in the Board Room," Workshop for Women's Energy Network, March 2019
- "Blockchain, Smart Contract and Securities Regulations to Cryptocurrency," Seminar to Association of Corporate Counsel (ACC) and Bracewell LLP, September 2018 to February 2019
- "Understand Financial Statements and SEC Reporting Documents," Workshop for Women's Energy Network, March 2018
- Board of Directors, Women's Energy Network and Palmer Drug Abuse Program
- Past Chair for Corporate Counsel, Asian American Bar Association
- Member, State Bar of Texas and New York
November 21, 2023
January 24, 2022
October 21, 2021
Publication | May 10, 2023
Publication | February 17, 2022