CSS Noon Lecture Series - Quack Corporate Governance as Traditional Chinese Medicine - Firm Organization and the consequences of China's Unreconstructed Political Economy

Nicholas Howson, Professor of Law, Michigan Law School

From the start of the PRC's "corporatization" project in the late 1980s, a Chinese corporate governance regime subject to increasingly "enabling" legal norms has been determined by "mandatory" regulations imposed by the PRC securities regulator, the CSRC. Indeed, the Chinese corporate law system has been cannibalized by all-encompassing securities regulation directed at corporate governance, at least for companies with listed stock. This presentation traces the path of that sustained intervention, and makes a case - wholly contrary to the "quack corporate governance" critique much aired in the U.S. - that for the PRC this phenomenon is necessary and appropriate, and benign. That analysis in turn reveals a great deal about: the development of Chinese law and legal institutions after 1979; China's contemporary political economy; the true identity of the firm under the PRC "corporatization without privatization" program; the normative character and function of corporate law across the globe; and the ways in which state intervention may protect against state abuse of power and enable greater private autonomy.

Nicholas Calcina Howson is a Professor of Law at the University of Michigan Law School who has also taught at the Berkeley (Boalt), Columbia, Cornell, and Harvard Law Schools. Howson earned his B.A. from Williams College (1983) and his J.D. from Columbia Law School (1988). Professor Howson has spent many years living in the People's Republic of China (PRC), both as a scholar - working at Shanghai's Fudan University (1983-85), Beijing University and the Chinese University of Politics and Law (1988) and Shanghai's East China University of Politics and Law (2008) - and as a practicing lawyer based in Beijing (1990-92 and 1996-2003). A former partner of the New York-based international law firm Paul, Weiss, Rifkind, Wharton & Garrison LLP, he worked out of that firm's New York, Paris, London and Beijing Offices, finally as a managing partner of the firm's China Practice based in the Chinese capital.