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Howson, Nicholas C.

Professor of Law

3234 South Hall
734.615.2892
E-mail nhowson@umich.edu
Nicholas Calcina Howson is a professor of law who earned his BA from Williams College and his JD from Columbia Law School. Prof. Howson has spent many years living in the People's Republic of China, both as a scholar—working at Shanghai's Fudan University (1983 to 1985), Beijing University, China People's 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 (1992 to 1994 and 1996 to 2003). A former partner at 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 Asia Practice based in the Chinese capital. During this time, he acted for clients in precedent-setting transactions, including the first Securities and Exchange Commission-registered IPO and New York Stock Exchange listing by a PRC-domiciled issuer (Shandong Huaneng Power Development, 1994), and the first private placement of shares to foreign interests in a newly privatized PRC joint stock company and subsequent IPOs on the domestic Chinese capital markets (the Soros purchase of a 25 percent stake in Hainan Airlines and subsequent B- and A-share offerings, 1995 to 1996). In addition to Michigan Law, he also has visited and taught at the Berkeley (Boalt), Columbia, Cornell, and Harvard law schools. Prof. Howson writes and lectures widely on Chinese law topics, focusing on Chinese corporate law and securities regulation, the Chinese capital markets, Chinese legal history, and the development of constitutionalism in Greater China. Prof. Howson has been a consultant to the Ford Foundation, the United Nations Development Programme, the Asian Development Bank, the Chinese Academy of Social Sciences, and various PRC government ministries and administrative departments in connection with the drafting of PRC statutes and regulations. He acts regularly as a Chinese law expert or party advocate in U.S. and international litigations and/or U.S. government enforcement actions. Prof. Howson is a member of the Council on Foreign Relations in New York City, and a designated foreign arbitrator for both the China International Economic and Trade Arbitration Commission in Beijing and the Shanghai International Economic and Trade Arbitration Commission. He is a former chair of the Asian Affairs Committee of the New York City Bar Association.

Recent Publications

More Publications...


"Protecting the State from Itself? Regulatory Interventions in Corporate Governance and the Financing of China's 'State Capitalism'." In Chinese State Capitalism and Institutional Change: Domestic and Global Implications, edited by B. Liebman and C. Milhaupt. Forthcoming, 2015.​
Full Text: MLaw Repository | SSRN ​​​​

Co-author. "Reverse Cross-listings - The Coming Race to List in Emerging Markets and an Enhanced Understanding of Classical Bonding." V. S. Khanna, co-author. Cornell Int'l L. J. 47, no. 3 (Forthcoming, 2015).
Full Text: SSRN

"Return of the Prodigal Form? - Partnerships and Partnership Law in the People's Republic of China." In Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations, edited by R. W. Hillman and M. J. Loewenstein. Edward Elgar Publishing, Forthcoming, 2014.​
Full Text: SSRN

Co-author. "通往小股东保障之路径:中国派生诉讼" [Pathway to Minority Shareholder Protection: Derivative Actions in the People's Republic of China]. In 外国学者论中国法丛书——公司法分卷 [Foreign Scholars on Chinese Law - Company Law]. Beijing: 中国大百科全书出版社 [China Encyclopedia Publishing House], Forthcoming, 2014. (Chinese translation of "Pathway to Minority Shareholder Protection: Derivative Actions in the People's Republic of China." D. C. Clarke, co-author. In The Derivative Action in Asia: A Comparative and Functional Approach, edited by D. Puchniak, H. Baum, and M. Ewing-Chow, 243-95. International Corporate Law and Financial Market Regulation. Cambridge University Press, 2012.)​​

"中国过于宽泛的内幕交易执法制度 – 法定授权和机构实践" [China's Overbroad Insider Trading Enforcement Regime - Statutory Authorization and Agency Practice]. Shanghai Jiaotong U. L. Rev. 2014, no. 2 (2014): 71-84. (Extended Chinese translation of "Punishing Possession-China's All-Embracing Insider Trading Enforcement Regime." In Research Handbook on Insider Trading, edited by S. Bainbridge, 327-46. Research Handbooks in Corporate Law and Governance. Northampton, Mass.: Edward Elgar Publishing, 2013.)
Full Text: SSRN ​​​

"'Quack Corporate Governance' as Traditional Chinese Medicine – The Securities Regulation Cannibalization of China's Corporate Law and a State Regulator's Battle Against Party State Political Economic Power." Seattle U. L. Rev. 37, no. 2 (2014): 667-716.
Full Text: MLaw Repository | SSRN | HEIN (UMich users) | HEIN | Lexis | Westlaw | WWW

"Punishing Possession-China's All-Embracing Insider Trading Enforcement Regime." In Research Handbook on Insider Trading, edited by S. Bainbridge, 327-46. Research Handbooks in Corporate Law and Governance. Northampton, Mass.: Edward Elgar Publishing, 2013.
Full Text: SSRN

"Enforcement Without Foundation?--Insider Trading and China's Administrative Law Crisis." Am. J. Comp. L. 60, no. 4 (2012): 955-1002.
Full Text: MLaw Repository | SSRN | HEIN (UMich users) | HEIN | WWW

"Um modelo fracassado na China: a base jurídico-institucional de um deficiente financiamento de capital de risco na economia que mais cresce no mundo" [A Failed China Model: the Legal and Institutional Basis for Weak Venture Financing in the World's Fastest Growing Economy]. In Direito e Desenvolvimento: um diálogo entre os Brics [Law and Development: A Dialogue Between BRICs], edited by D. Trubek and M. G. Schapiro, 303-12. São Paulo: Saraiva, 2012.

Co-author. "Pathway to Minority Shareholder Protection: Derivative Actions in the People's Republic of China." D. C. Clarke, co-author. In The Derivative Action in Asia: A Comparative and Functional Approach, edited by D. Puchniak, H. Baum, and M. Ewing-Chow, 243-95. International Corporate Law and Financial Market Regulation. Cambridge University Press, 2012.
Full Text: SSRN

"China's Judicial System and Judicial Reform." Law Quad. Notes 54, no. 1 (2011): 62-4. (This text is an extract from the statement delivered by Professor Howson at the inaugural "China-U.S. Rule of Law Dialogue" held at Beijing's Tsinghua University, July 29-30, 2010.)
Full Text: MLaw Repository | WWW

"鸡同鸭讲:两种制度文化的碰撞:中美法律学术交流30年中的故事" [Exchanging (Mis)Perceptions: Stories from 30 Years of Legal Exchange.] China Rts. Forum 2010, no. 3 (2010): 86, 92-5.

Co-author. "The Development of Modern Corporate Governance in China and India." V. S. Khanna, co-author. In China, India, and the International Economic Order, edited by M. Sornarajah and Wang Jiangyu, 513-76. London: Cambridge University Press. 2010.
Full Text: MLaw Repository | SSRN

Review of Understanding Labor and Employment Law in China, by Ronald C. Brown. Law and Pol. Bk. Rev. 20, no. 8 (2010): 319-28.
Full Text: MLaw Repository | SSRN | WWW

"Corporate Law in the Shanghai People's Courts, 1992-2008: Judicial Autonomy in a Contemporary Authoritarian State." E. Asia L. Rev. 5, no. 2 (2010): 303-442.
Full Text: MLaw Repository | SSRN | HEIN | Westlaw

"历史不可复制: 期待大刀阔斧的金融监管" [History is No Guide: Towards Greatly Expanded Financial Sector Regulation.] Tsinghua Faxue / Tsinghua L. Rev. 4, no. 1(2010): 22-41.
Full Text: SSRN

"Judicial Independence and Company Law in the Shanghai People's Courts, 1992-2008." In Judicial Independence in China, edited by R. Peerenboom, 134-53. New York: Cambridge Univ. Press, 2010.
Full Text: SSRN

"When 'Good' Corporate Governance Makes 'Bad' (Financial) Firms: The Global Crisis and the Limits of Private Law." Mich. L. Rev. First Impressions 108 (2009): 44-50.
Full Text: MLaw Repository | SSRN | Westlaw | WWW

Review of Trial of Modernity: Judicial Reform in Early Twentieth-Century China, 1901-37 by Xiaoqun Xu. Am. J. Comp. L. 57, no. 2 (2009): 518-27.
Full Text: MLaw Repository | SSRN | Westlaw

"China's Restructured Commercial Banks: Nomenklatura Accountability Serving Corporate Governance Reform?" In China's Emerging Financial Markets: Challenges and Global Impact, edited by Z. Min et al., 123-63. Singapore: John Wiley & Sons (Asia), 2009.
Full Text: SSRN

"'Can the West Learn from the Rest?' The Chinese Legal Order's Hybrid Modernity." Hastings Int'l & Comp. L.Rev. 32, no. 2 (2009): 815-30.
Full Text: MLaw Repository | SSRN | HEIN (UMich users) | HEIN | Westlaw
Professor

Activities

Presented the paper "Between a Rock and a Soft Place?—The China Audit Papers Enforcement Problem" at the Chinese University of Hong Kong Law Faculty Centre for Financial Regulation and Economic Development, University of Michigan Law School, and University of Michigan Lieberthal-Rogel Center for Chinese Studies conference, "Private and Public Enforcement of Company Law and Securities Regulation—China and the World," Chinese University of Hong Kong, Hong Kong SAR, China, December 2014.

Presented public lectures based on the paper "Protecting the State from Itself? Regulatory Interventions in Corporate Governance and the Financing of China's State Capitalism" at Zhejiang University Guanghua School of Law, Hangzhou, Zhejiang Province, China, and Shanghai Jiatong University KoGuan School of Law and the East China University of Politics and Law, Shanghai, China, December 2014.

Panelist, "Hong Kong Protests—Push for Democracy 25 Years After Tianamen," Lieberthal-Rogel Center for Chinese Studies and Michigan Law School's APALSA, Asia Law Society, International Law Society, and EMALSA panel, Ann Arbor, November 2014.

Presented on the published paper "Enforcement Without Foundation?—Insider Trading and China's Administrative Law Crisis" and its aftermath at the University of Michigan Lieberthal-Rogel Center for Chinese Studies annual conference, "Building State Capacity in China and Beyond," Ann Arbor, October 2014. ​​

Panel discussant on "Evolution of Private Law in China and Taiwan—Business Organization Law," 2014 Asian Law and Economics Association Annual Conference, National Taiwan University, Taipei, Taiwan, June 2014.

Presented the paper "Dis-enabling Minority Exploitation to Finance State Capitalism: Agency Constraint of Party State Political Economic Power" at the Columbia Law School "China State Capitalism Workshop," New York City, June 2014.​

Presented the paper "A New Bonding?—The Coming Race to Emerging Markets for Cross-listing" (V.S. Khanna, coauthor) at the joint Cornell International Law Journal and Peking University Law Review Symposium, "Never the Twain: Emerging U.S.-Chinese Business Law Relations," Ithaca, New York, February 2014.

Presented the paper "'Quack Corporate Governance' as Traditional Chinese Medicine" at the University of Toronto Law School China Law Conference, Toronto, Ontario, Canada, January 2014.

Presented "Quack Corporate Governance as Traditional Chinese Medicine—Firm Organization and the Consequences of China's Unreconstructed Political Economy" at the University of Michigan Center for Chinese Studies Noon Lecture Series, Ann Arbor, November 2013.

Presented the paper "'Quack Corporate Governance' as Traditional Chinese Medicine—The Securities Regulation Cannibalization of China's Corporate Law and a State Regulator's Battle Against Party-state Political Economic Power" at the Tsinghua University Law School Commercial Law Forum's 13th International Symposium on "Corporate Autonomy and Government Regulation," Beijing, China, October 2013.

Presented the published paper "Enforcement Without Foundation?—Insider Trading and China's Administrative Law Crisis" and an update regarding the 2012 Supreme People's Court and Supreme People's Procuratorate regulatory response to it at the ECLS 2013 conference, "New Approaches and New Questions in China Law," University of Oxford, England, September 2013.

Presented the paper, "Quack Corporate Governance as Traditional Chinese Medicine—the Securities Regulation Cannibalization of China's Corporate Law and the State's Enabling of Investor Autonomy," at the 5th Berle Symposium, "Capital Markets, the Corporation, and the Asian Century," University of New South Wales, Sydney, Australia, May 2013.

Presented "依法行政?—Administration According to Law and China's Rule of Law Ambition" at the Michigan Law International Law Workshop, Ann Arbor, April 2013.

Presented "The Development of China's Domestic Law and Legal Institutions" as part of the China Briefings for Mid-Career Military Officers of the United States Pacific Command, Asia-Pacific Center for Security Studies, Honolulu, February 2013.

Presented the Long Institute Distinguished Scholar Lecture, "Corporate Law and Shareholders' Rights Before the Chinese Judiciary—Substantive Innovation, Institutional Autonomy, and the Political-Legal Divide," University of California Irvine, January 2013.

Presented "A Case Study of China's Administrative Law Crisis: The Unlawful Enforcement of Insider Trading Prohibitions" at the Indiana University Research Center for Chinese Politics and Business (RCCPB) Colloquium, Bloomington, November 2012.

Presented "Recent Developments in U.S. Domestic and Cross-border Substantive Securities Law and Enforcement Practice" before the China Securities Regulatory Commission (CSRC) Legal, Enforcement, and Market Supervision Departments, Beijing, China, October 2012.

Presented the article "Enforcement Without Foundation—Insider Trading and China's Administrative Law Crisis" at the Tsinghua University Law School Commercial Law Forum's 12th International Symposium "Innovative Development of the Capital Markets and Deepening Reform of the Corporate System," Beijing, China, October 2012.

Presented "Rule-maker as Rule-breaker: The Illegal Enforcement of Insider Trading Prohibitions and Tax Norms in the PRC and China's Administrative Law Crisis" at a meeting convened jointly by the Stanford Law School Rock Center for Corporate Governance and the Stanford Law School China Law and Policy Association, Stanford, October 2012.

Presented "China's Indirect Investment Structures and the Shaky Foundations of 'China Plays' on the Global Capital Markets" at a meeting convened jointly by the Berkeley Law School Center for Law, Business, and the Economy and the Berkeley Center for Chinese Studies, Berkeley, September 2012.

Presented the paper "Pathway to Minority Shareholder Protection: Derivative Actions in the People's Republic of China" at the Berkeley Law School Law and Economics Workshop, Berkeley, April 2012.

Presented the paper "Enforcement Without Foundation?—Insider Trading and China's Administrative Law Crisis" at a meeting convened jointly by the Berkeley Law School Center for Law, Business, and the Economy and the Berkeley Center for Chinese Studies, Berkeley, February 2012.

Presented a paper entitled "Enforcement Without Foundation?—China's Insider Trading Regime and the Abuse of Administrative Law" at the Yale Law School China Law Center Workshop on Chinese Legal Reform co-sponsored with the Yale Law School Center for the Study of Corporate Law, New Haven, December 2011.

Presented "China's Outbound Direct Investment and Domestic Legal Reform" at the National Committee on U.S. China Relations' "China Town Hall" national webcast, San Francisco panel, "Legal Dimensions of the U.S.-China Relationship", University of California Hastings College of the Law, San Francisco, November 2011.

Presented a paper entitled "Rebalancing the Investment Buy Side— Augmenting Channels for Chinese Purchase and Trading of Foreign-issued and -listed Securities" at the Columbia University School of International and Public Affairs' "China Economic and Trade Relations" Conference, New York City, November 2011.

Commentator for the paper, "The Party's Leadership as Living Constitution in Reform China," presented at the University of Chicago Law School's "Conference on Constitutions in Authoritarian Regimes," Chicago, October 2011.

 
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