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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 ​​​​

"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, 2015.​
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, 2015. (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.)​​
Full Text: 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 (2014): 607-29.
Full Text: WWW

Co-author. "新兴市场中反向跨境上市的趋势及其对传统绑定假说的推进" [Reverse Cross-listings - The Coming Race to List in Emerging Markets and an Enhanced Understanding of Classical Bonding.] V. S. Khanna, co-author. 北大法律评论 [Peking U. L. Rev.] 15, no. 2 (2014): 369-88.​

"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
Professor

Activities

Appointed as international financial law expert for the Asian Development Bank technical assistance project "Improving the Legal Framework for Securities and Futures Markets" to advise the People's Republic of China's National People's Congress on re-drafting of the PRC Securities Law and drafting of a new Futures Law, 2015 and 2016. ​

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.

 
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