Yan Cao

Vice President


  • New York


Yan Cao specializes in matters involving financial markets, financial institutions, and financial accounting. Dr. Cao has more than fifteen years of consulting experience on issues of trading and market manipulation, securities, valuation and M&A, and bankruptcy and restructuring.

In particular, Dr. Cao has assessed pricing and trading issues related to equity, fixed income, commodities, FX, structured products, and derivatives. She has also consulted on matters involving company valuation, solvency, risk management, corporate governance, and damages. Her case experience covers various industries, with an emphasis on banking, broker-dealers, and other financial institutions.

Dr. Cao’s consulting experience includes substantial expertise with regulatory and internal investigations. She has presented analysis to multiple regulatory agencies and to corporate management. Dr. Cao also works with experts in all stages of arbitration and litigation, including trial.

Regulatory investigations and white collar litigation

Dr. Cao has consulted to clients on regulatory and internal investigations, civil litigation, and criminal litigation matters led by the U.S. Department of Justice (DOJ), Commodity Futures Trading Commission (CFTC), Securities and Exchange Commission (SEC), the New York State Department of Financial Services, the New York Federal Reserve, the U.K. Financial Conduct Authority (FCA), Germany’s Federal Financial Supervisory Authority (BaFin), and the Australian Securities and Investments Commission (ASIC).

Market manipulation

Dr. Cao leads Cornerstone Research’s market manipulation and market microstructure initiatives. She has experience in evaluating alleged market manipulation and trading conduct claims, order and trading patterns, risk exposure, price impact, and trading and hedging strategies across a range of financial markets, including:

  • Spoofing in U.S. Treasury cash and futures, precious metals, commodity and financial futures, and FX markets
  • Benchmark manipulation in interest rate, precious metals, and energy products (Platts)
  • Front-running and pre-hedging practices in interest rate swaps markets
  • Barrier options, algorithmic trading, “Last Look” practices, and spread manipulation in FX markets
  • Price manipulation in the agricultural commodity futures markets
  • Spread and price manipulation in agency bond markets
Securities class action litigation

Dr. Cao has worked on multiple notable securities class action matters, including Moody’s Securities Litigation, in which the court denied class certification and granted summary judgment; and IBEW Local 90 Pension Fund et al. v. Deutsche Bank AG et al., in which the court denied class certification. Other elements of her securities work include:

  • Consulting on Section 10b, Section 11, and Section 12 litigation, including market efficiency, price impact, materiality, loss causation, and damages at the class certification and merits stages for equity, corporate bonds, and preferred securities
  • Assessing claims involving exchange-traded and over-the-counter securities
  • Evaluating damages and settlement estimates, as well as mediation strategies
Financial accounting, internal control, and tax disputes

Dr. Cao applies her accounting expertise to financial accounting, financial reporting, and internal control issues arising in regulatory investigations and litigation. She has analyzed securitization, financial instruments, and derivatives, and also assessed the value relevance and price impact of financial disclosures. Dr. Cao has consulted on tax-related matters, notably executive compensation and the economic substance of transactions.

Valuation and M&A

In M&A transactions, Dr. Cao has analyzed company and transaction valuations in connection with issues of fairness opinion and deal price. She has supported experts to address issues related to deal process, corporate governance, and hedge fund activism. In addition, for matters involving alleged breach of contract and shareholder consent right violations, she has analyzed damages claims.

Bankruptcy and restructuring

Dr. Cao consults on valuation, credit risk, solvency, and reasonable equivalent value in matters with fraudulent transfer and fraudulent conveyance claims. She also has experience:

  • Assessing deepening insolvency claims and damages related to an oil and gas company failure
  • Analyzing loan market efficiency and interest rate issues in a restructuring dispute
  • Formulating business forecasts in the context of a restructuring plan of an energy company
  • Evaluating swap termination and CFTC regulation-related issues in connection with the bankruptcy of prominent broker-dealers
Structured products

Dr. Cao has consulted on numerous litigation matters involving mortgage-backed securities (MBS) and collateralized debt obligations (CDOs), addressing loan underwriting, credit rating, valuation and risk assessment, financial reporting, loss causation, and sampling, among others. She has also addressed loss causation and damages issues in multiple litigation and arbitration matters related to auction rate securities (ARS) and variable rate demand obligations (VRDOs).

Prior to joining Cornerstone Research, Dr. Cao taught financial accounting at the University of Rochester. Previously, she worked at Bain & Company and Arthur Andersen in China.

Dr. Cao serves on the Advisory Council of the Women in Securities Litigation Network.


Alleged Market Manipulation and the Pre-hedging of Large Trades


Cross-Market Manipulation Allegations: Economic Implications


Women in Securities Litigation Network


The Legal and Economic Implications from Recent UK Spoofing Cases


Collateralized Loan Obligations in the Age of COVID-19


March Trading Halts and Other Trading Restrictions May Complicate Securities Class Actions

Press Release

Cornerstone Research Promotes Six to Vice President in Boston, New York, and San Francisco


Axiom Investment Advisors LLC et al. v. Deutsche Bank AG

  • “Market Manipulation,” New York State Bar Association 2022 London Global Conference, 2 December 2022
  • “Spoofing and Disruptive Trading in the Derivatives Markets,” Cornerstone Research, Intercontinental Exchange, and Jones Day webinar, 3 August 2021
  • “The Supreme Court’s Omnicare Decision: A Key Tool for Defending Securities Litigation Brought against Life Sciences Companies,” Gibson, Dunn & Crutcher, 16 June 2021
  • “Update on COVID-19-Related Developments in Securities Litigation and Corporate Best Practices,” Gibson, Dunn & Crutcher, 15 December 2020
  • Potential Implications of the COVID-19 Pandemic for Securities and Derivative Litigation,” Gibson, Dunn & Crutcher, 14 May 2020
  • “Key Issues Facing Boards of Directors of Financial Institutions,” Directors Roundtable Institute, 12 April 2018
  • “Spoofing and Manipulation: A Primer for Healthy Trading Practices,” Cornerstone Research and Jones Day, 7 December 2017
  • “‘Spoofing’ and Disruptive Futures Trading Practices: What Every Firm Needs to Know,” The Knowledge Group, 18 November 2016