Zhaoqian (Steven) Xie

Steven designs and implements capital solutions for clients seeking growth, liquidity, or strategic repositioning, drawing on his background in law, finance, and engineering. He regularly advises C-suite executives on achieving both immediate transaction objectives and long-term strategic goals, navigating changing regulatory currents and balancing divergent stakeholder interests.

Highlights of his representations at Pryor Cashman include:

• Defeated hostile takeover attempts by a large PE fund (Hillhouse Capital) against a leading pharmacy chain. Devised multi-year defense strategy against hostile investor’s extensive contractual rights, including crafting novel investment terms across three capital raises to lawfully neutralize control and participation rights. Defeated Cayman dissolution litigation, proxy contest, and vicarious takeover attempt. Led negotiations over multiple SPAs, demand letters, and settlement proposals.
• Managed capital markets transactions for unicorn B2B services platform, from PE investment through De-SPAC listing to follow-on offerings. Tailored financing and exit structures for PE investors to balance conflicting interests. Designed disclosure framework addressing complex U.S.-China regulatory conflicts and tech and insurance-centered platform business lines. Led comprehensive capital markets communication campaign, elevating the client’s market profile from boutique investors to index funds.
• Executed De-SPAC merger and Nasdaq listing for global carbon-neutral maritime technology enterprise, leveraging STEM knowledge. Won the client relationship through mastery of engineering concepts as well as securities and maritime laws. Quantitatively used World Bank data to resolve the SEC’s compliance concerns. Structured new disclosure framework for emerging technology and industry. Built relationship with Asian-African inventor-founder, bridging legal, cultural, and operational differences across continents.
• Led multi-pronged capital markets strategy for NYSE-listed music company, neutralizing delisting threat and hostile shareholder influence. In twelve days, devised and implemented two debt-to-equity conversions, a shelf takedown, and the strategic acquisition of an NFT startup that quadrupled the client’s market cap, securing continued NYSE listing, and diluting a hostile major European shareholder’s influence, helping the client reposition for independence and growth.
• Defended unicorn client against professional plaintiff (with recent victories in similar fact patterns) in a multi-million-dollar SDNY SPAC warrant litigation. Led Rule 12(c) and Rule 12(b)(6) motion practice and settlement strategy, structured and achieved settlement terms at <25% of claimed damages through targeted securities and contract law arguments.
• Resolved Nasdaq delisting and market manipulation inquiries for a digital map company and negotiated a 92% reduction in penalties from ADS depositary for an ed tech client.

Previously, Steven was an associate at a large international law firm, where he worked mainly in equity capital markets and corporate governance, but also gained experience with private fund formation, restructuring, and derivatives transactions. He also worked as a full-time Research Scholar at Columbia Law School, where he co-taught an advanced Capital Markets Regulation class to Law, M.B.A., and Ph.D. students covering market structure, informed trading, market manipulation, short selling, and broker dealer regulations, and interfaced directly with public and private regulators including current and former leaders of the SEC, CFTC, FINRA, NYSE, and Nasdaq in conducting policy research. Before enjoying law school at Duke, Steven was an engineering Ph.D. candidate at California Institute of Technology, building predictive mathematical models of living complex systems ranging from molecular biology to behavioral game theory.