Howson, Nicholas Calcina

Professor of Law

3234 Jeffries Hall
734.615.2892
E-mail nhowson@umich.edu

Nicholas Calcina Howson is a professor of law and a former partner of Paul, Weiss, Rifkind, Wharton & Garrison LLP who worked out of the 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. He earned his BA from Williams College and his JD from Columbia Law School. Professor Howson has spent many years living in the People's Republic of China (PRC), both as a scholar and as a practicing lawyer based in Beijing. Professor 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. Professor 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 the Chinese legislature and various PRC government ministries and administrative departments in connection with the drafting of PRC statutes and regulations. He acts as a Chinese law expert or party advocate in U.S. and international litigation and/or U.S. government enforcement actions. In addition to Michigan Law, he also has visited and taught at the Berkeley (Boalt), Columbia, Cornell, and Harvard law schools. Professor 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...

Twenty-Five Years On -- The Establishment and Application of Corporate Fiduciary Duties in PRC Law. University of Michigan Law & Economics Research Paper Series, no. 17-024. Working Paper.
Full Text: MLaw Repository | SSRN

"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, 2018. (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: Cambridge University Press, 2012.)
Full Text: SSRN

"Fiduciary Principles in Chinese Law." In The Oxford Handbook of Fiduciary Law, edited by Evan J. Criddle et al. Oxford: Oxford University Press, Forthcoming.

"China's 'Corporatization without Privatization' and the Late 19th Century Roots of a Stubborn Path Dependency." Corp. Prac. Commentator 60, no. 2 (2018): 311-54. (Originally published under the same title in Vand. J. Transnat'l L. 50, no. 4 (2017): 961-1006.)

Translator and annotator. "Improving the Civil Liability System for False and Misleading Disclosure in the Chinese Security Markets." By Liming Wang. In Enforcement of Corporate and Securities Law - China and the World, edited by Nicholas C. Howson and Robin Hui Huang, 103-22. Cambridge: Cambridge University Press, 2017.

Co-editor. Enforcement of Corporate and Securities Law: China and the World. R. Robin Hui Huang, co-editor. Cambridge: Cambridge University Press, 2017.

"China's 'Corporatization without Privatization' and the Late 19th Century Roots of a Stubborn Path Dependency." Vand. J. Transnat'l L. 50, no. 4 (2017): 961-1006.
Full Text: HEIN (UMich users) | HEIN | Lexis | Westlaw | SSRN

Amending China's Insider Trading Prohibition - An Immodest Proposal. 商事法论集 [Commercial Law Review] 29 (2017).
Full Text: MLaw Repository | SSRN

"A Partial View of China's Governance Trajectory." Review of China's Crony Capitalism: The Dynamics of Regime Decay, by M. Pei. Asia Pol'y 23 (2017): 162-66.
Full Text: WWW

"Preface" and "Conclusion - Between 'Law in Books' and 'Law in Action'." Robin Hui Huang, co-author. In Enforcement of Corporate and Securities Law - China and the World, edited by Nicholas C. Howson and Robin Hui Huang. Cambridge: Cambridge University Press, 2017.

"Protecting the State from Itself? Regulatory Interventions in Corporate Governance and the Financing of China's 'State Capitalism'." In Regulating the Visible Hand? The Institutional Implications of Chinese State Capitalism, edited by B. Liebman and C. Milhaupt, 49-69. Oxford: Oxford University Press, 2016.
Full Text: MLaw Repository | SSRN

"像钱锺书一样的知识分子" [Remembering Lu Gusun - A Chinese Intellectual Like Quian Zhongshu]. Shanghai Rev. of Books, September 4, 2016.
Full Text: WWW

Review of Securities and Capital Markets Law in China, by R. H. Huang. J. Int'l Banking L. & Reg. 30, no. 9 (2015): 521-2.
Full Text: Westlaw

"Reverse Cross-listings - The Coming Race to List in Emerging Markets and an Enhanced Understanding of Classical Bonding." V.S. Khanna, co-author. Corp. Prac. Commentator 57, no. 3 (2015): 703-29. (Originally published under the same title in Cornell Int'l L.J. 47, no. 3 (2014): 607-29.)

"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, 390-411. Cheltenham, U.K.: Edward Elgar Publishing, 2015.
Full Text: Elgar Online (UMich users) | Elgar Online | SSRN

Recently Taught Courses

Curriculum Interest Areas

Activities

Presented the article "China's 'Corporatization without Privatization' and the Late 19th Century Roots of a Stubborn Path Dependency" at the Zhejiang University "International Prominent Persons Forum on Rule of Law and Reform," Hangzhou, Zhejiang Province, China, November 2018.

Presented "After Newman—The Law of Insider Trading in the United States and What It Means for China's Developing Securities Law" at the Zhejiang University Guanghua School of Law, Hangzhou, Zhejiang Province, China, November 2018.

Presented the article "China's 'Corporatization without Privatization' and the Late 19th Century Roots of a Stubborn Path Dependency" at the Tsinghua University 21st Century Commercial Law Forum's 18th International Symposium, "A Decade of Corporate Governance in the Post-Crisis Era: Review and Prospects," Beijing, China, October 2018.

Presented "Regulation of Cross-Border M&A Under the U.S. Treasury's New CFIUS Regulations" at the China Mergers and Acquisitions Association Legal Committee, Tsinghua University Commercial Law Research Center and the Jingshi Legal Practice Institute's meeting on Seminar on Cross-Border M&A and the U.S. Foreign Investment Review System, Beijing, China, October 2018.

Re-appointed associate director of the Lieberthal Rogel Center for Chinese Studies at the University of Michigan, July 2018.

Presented "After the Fall—Rewriting China's Securities Law and Possibilities for 'Rule of Law' Capital Markets in the PRC" to the American Chamber of Commerce in China's Financial Services Forum, Beijing, China, and Morrison & Foerster LLP Hong Kong SAR, China, June 2018.

Presented "After Newman—The Law of Insider Trading in the United States and What It Means for China's Developing Securities Law" at Shanghai Jioatong University KoGuan School of Law, East China University of Politics and Law, Tsinghua University Law School, China People's University, Shandong University Law School, and the Chinese University of Hong Kong Faculty of Law, in Shanghai, Beijing, Qingdao, and Hong Kong, June 2018.

Reappointed as an arbitrator-mediator for the Shanghai International Economic and Trade Arbitration Commission (SHIAC) for the 2018–2021 term.

Coauthored amicus brief in support of petitioners in Animal Science Products, Inc. v. Hebei Welcome Pharmaceutical Co. Ltd., March 2018.

Presented the chapter, "Twenty-Five Years On—The Establishment and Application of Corporate Fiduciary Duties in PRC Law," at the Oxford Handbook of Fiduciary Law's "Fiduciary Law: Charting the Field" conference, Harvard Law School, November 2017.

Presented the final report, "Amendment of the 2006 PRC Securities Law—A Securities Registration System and Reform of the Insider Trading Prohibition," to the PRC National People's Congress Standing Committee's Legal Affairs Commission and Asian Development Bank closed meeting on amendment of the PRC Securities Law, Beijing, China, November 2017.

Appointed associate director of the Lieberthal-Rogel Center for Chinese Studies at the University of Michigan, August 2017.

Participated in the PRC National People's Congress Legal Affairs Commission and Asian Development Bank closed workshop on amendment of the PRC Securities Law, Beijing, China, April 2017.

Presented the paper, "Revising China's Securities Law—On Amending The Insider Trading Prohibition," at the Queen Mary University London, Tsinghua University, and China People's University co-organized 4th China-UK Annual Conference on Commercial Law and Economics, "Rule of Law in the Chinese Capital Markets," Beijing, China, April 2017.

Presented the paper, "After the Fall(s)—Rewriting China's Securities Law and Regulation of the PRC Capital Markets," at the University of British Columbia Peter A. Allard School of Law, Vancouver, British Columbia, Canada, March 2017.

Presented the paper, "China's 'Corporatization without Privatization' and the Late 19th Century Roots of a Stubborn Path Dependency," at the Sovereign Conduct on the Margins of the Law symposium, Vanderbilt Law School, Nashville, February 2017.

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