Joanna (Ying) Jiang is a transactional attorney who represents public and private clients in a variety of matters, including:
Investment Management
Joanna works with investment companies, investment advisers, independent trustees, trust fund managers, brokers, hedge funds, and private equity funds in a variety of investment management matters. Joanna regularly advises clients on federal regulatory and compliance matters (in particular, the Investment Company Act of 1940 and the Investment Advisers Act of 1940), fund formation and operation, a full range of mutual fund distribution arrangements, mergers and acquisitions, and all issues associated with the organization and operation of investment advisers, including entity organization, taxation, employment matters, trademark and other IP issues, and acquisitions and other corporate transactions. Joanna advises the independent directors and trustees of mutual funds on their fiduciary and other duties, helps negotiate changes to proposed transactions that improve prospects for approval under the appropriate fairness tests, conducts and documents necessary interviews, and assists in engaging valuation, accounting, investment banking, and other experts as necessary.
Securities and Corporate Governance
Joanna represents public companies in a range of complex securities transactions. She counsels clients in securities law compliance, including reporting requirements under NYSE and NASDAQ regulations, as well as internal investigations and exchange listing matters. She counsels boards and committees of boards of public companies with respect to fiduciary duties and compliance with law. She also helps clients develop compliance programs and guides them with respect to their corporate governance responsibilities.
Joanna represents real estate developers and public and private companies seeking capital under the EB-5 Program to fund their projects. She handles all corporate and securities aspects of the legal matters in connection with the EB-5 Program, including drafting EB-5 securities offering documents, escrow agreements, subscription agreements, loan documents, and corporate documents for compliance with the EB-5 Program requirements. She also handles EB-5 investigations and litigation.
Municipal Securities and 529 College Saving Plans
Joanna's experience extends into advising sponsors and program managers of college saving plans on complicated legal issues. Joanna drafts college saving plan disclosure documents, management agreements, broker-dealer selling agent agreements, investment adviser agreements. She also advises on federal and state securities law in connection with college saving plans, the Investment Company Act of 1940, the interpretation of SEC No-Action letters and the Municipal Securities Rulemaking Board rules and guidance, and the investment options and fee structures of the college saving plans.
Cross-Border Transactions and Litigation
Joanna advises multinational companies on international taxation, cross-border transactions, and both inbound and outbound investments in Asia, especially in China. She has extensive experience representing Asia- and Greater China-based companies conducting business in the United States, including market access, direct investments, public and private funds, capital markets, technology transfers, and regulatory matters. Joanna also assists U.S. companies in pursuing investment opportunities in China, handling all aspects of their legal needs in connection with their operations in China, including, but not limited to, market entry, corporate compliance, import-export, employment and taxation in China. Joanna represents international clients in cross-border litigation matters, including extensive work for China-based clients in litigation involving U.S. law.
SEC and FINRA Enforcement
Joanna represents clients in investigations, examinations, administrative proceedings, disciplinary hearings, arbitrations, and other regulatory matters brought by the SEC and FINRA.
Pro Bono Experience
Joanna has been actively involved in Ballard Spahr's pro bono programs. She advised federal inmates on their clemency applications and four of her clients were granted commutation of sentence by President Obama. She also helps several nonprofit corporations on corporate and compliance matters.