Catherine Liyun Zhang

Catherine Liyun Zhang represents corporations on complex matters, including company formation, governance, venture capital financing, mergers and acquisitions, and cross-border transactions. She represents a diverse clientele, from startups and emerging companies to established enterprises across industries such as life sciences (biotech, biopharmaceuticals, medical devices, and health care), nonprofit organizations, software, financial services, consulting, venture capital, real estate development, and hospitality. With a strong foundation in science and chemistry, Catherine brings a distinctive approach to assisting clients in the health care and biotech sectors.

Catherine is known for her insightful approach to client service. She’s highly attuned to client needs, skilled at navigating opposing perspectives, and focused on delivering what matters most. Clients value her responsiveness and ability to understand people and priorities while keeping focus on the bigger picture to move deals forward effectively.

Catherine also counsels companies and investors through all stages of financing, from pre-seed to Series A and beyond. She leads due diligence and structuring for M&A transactions, representing both buyers and sellers. Additionally, she serves as outside general counsel, overseeing corporate transactions and advising on entity structuring, governance, and regulatory compliance. She also works closely with C-level executives on employment-related matters, including employment agreements and equity compensation. Catherine frequently advises international businesses on U.S. market entry strategies, including subsidiary formation and joint ventures.

Catherine is active in local community services and serves on the board of several nonprofit organizations, including the Lexington Chamber of Commerce. Passionate about supporting special needs children, Catherine is dedicated to working with organizations that advocate for and assist these children and their families. She also serves as outside general counsel for the Peking University Alumni Association of New England and is a frequent presenter at conferences and seminars.

Before joining Carlton Fields, Catherine led the business and corporate department at a boutique law firm in Massachusetts, where she also served on the management committee.

Admitted in Massachusetts. All work in Florida supervised by a Florida-licensed attorney.
 

• Massachusetts Rising Stars, Super Lawyers Magazine (2024)

• American Bar Association
  • Mergers and Acquisitions Committee
• Asian American Lawyers Association of Massachusetts
• Lexington Chamber of Commerce
  • Vice Chair, Board of Directors
• National Asian Pacific American Bar Association
• Peking University Alumni Association of New England
  • Board of Directors

• “Scaling Health Care Companies and Planning for Exit,” H7 BioCapital Life Science VC Showcase 2025, San Francisco, CA (2025)
• “How Chinese American Women Lawyers Thrive and Succeed,” Chinese American Lawyers Forum, Redondo Beach, CA (2025)
• “Special Needs Trusts and Organizations,” Advancing Autism Awareness, Boston, MA (2025) 
• "The Corporate Life Cycle: From Choice of Entity to Exit Strategies," New England Shandong Fellowship Association, Boston, MA (2025)
• "Navigating Your Career Path in Uncertain Times and Exploring Career Options for STEM Professionals," Sino-American Pharmaceutical Professionals Association–New England/Boston, Cambridge, MA (February 22, 2025)
• "Legal Issues With Emerging Companies," 2024 NECINA Annual Conference: AI Application and Biomedical Discovery, New England Chinese Information and Networking Association and Harvard Medical School CSSA, Waltham, MA (June 15, 2024)
• "How I Transitioned From Scientist to Corporate Lawyer and Managing Committee Member," Chinese American Lawyers Forum (2023)
• "Startups Legal Basics," Peking University Alumni Association of New England, Lexington, MA (2023)
• "Special Needs Trust," iCan Fly Inc., Boston, MA (2023)