Xiaoyin Cao



Attorney Xiaoyin Cao advises franchisees, dealers, independent franchisee associations, and other business clients on contractual, regulatory, and business planning issues. In our robust franchise and dealership litigation practice, Xiao plays a vital role in developing legal strategy and arguments, working with expert witnesses, managing complex e-discovery, taking depositions, conducting mediations and settlement negotiations, and second chairing jury trials and arbitration hearings.

She is a member of the Litigation and Alternative Dispute Resolution (LADR) committee of the American Bar Association Forum on Franchising and recently addressed the International Franchise Association on COVID-19 disruptions to business.

Born and raised in China, and a native speaker in Mandarin, Xiao earned her Bachelor of Chinese Law Degree from China University of Political Science and Law, a top law school in China that provides many of the country’s judges and prosecutors. She passed the Bar examination in China before graduating from Chicago-Kent College of Law and gaining admission to the Illinois Bar.

Building on client relationships forged in contentious litigation or arbitration, Xiao serves as outside general counsel to both established and start-up companies engaged in franchising and distribution, health care, education, real estate brokerage, and intellectual property licensing. Clients recently confronted by challenging contract cases have turned to Xiao to rewrite their contracts going forward, and a healthcare franchisor asked Xiao to rewrite its Franchise Disclosure Document (FDD) and franchise agreement, restructure its Advertising Fund, and establish an Area Development program.

Increasingly, Xiao is concentrating on international business transactions, both inbound and outbound, and cross-border dispute resolution, for franchising and other companies. She is a strong asset to any U.S. company seeking to do business in China or other Asian markets. In addition, Xiao now represents a new software development company seeking to revolutionize how e-discovery is conducted by law firms of all sizes.

In all phases of her practice, Xiao earns strong praise and client loyalty by always keeping her eye on the big picture while never missing the smallest detail or nuance.

Bar Admissions

  • Illinois Bar
  • Northern District of Illinois
  • China (P.R.C.) (National Judicial Examination certificate)


  • Chicago-Kent College of Law (J.D.)
  • Chicago-Kent College of Law (L.L.M International and Comparative Law)
  • China University of Political Science and Law (Bachelor of Law)

Bar Associations

  • American Bar Association (Forum on Franchising and Sections of International Law and Business Law)
  • Asian American Bar Association (AABA) of the Greater Chicago Area
  • Chinese American Bar Association (CABA) of the Greater Chicago


  • “Advance Your Case by Analyzing Metadata: E-Discovery Practice Techniques for Solo & Small Firms,” Spring 2021 ABA Forum on Franchising.
  • Spoke at 2021 IFA Legal Symposium on Managing Risks in Contract and Relationships due to COVID-19
  • ABA CLE Program Speaker, June 2022, Contract and Antitrust Remedies for Supply Chain Issues Facing Retailers and Distributors (Including Franchisees and Dealers)