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. Professor 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. 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 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. 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...

Amending China's Insider Trading Prohibition - An Immodest Proposal. Univ. of Michigan Law & Economics Research Paper Series, no. 15-016. Working Paper.
Full Text: MLaw Repository | 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, 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 University Press, 2012.)
Full Text: SSRN

"China's "Corporatization without Privatization" and the Late 19th Century Roots of a Stubborn Path Dependency." Vand. J. Transnat'l L. (Forthcoming, October 2017).

Translator and annotator. "Improving the Civil Liability System for False and Misleading Disclosure in the Chinese Securities Markets." L. Wang, author. In Enforcement of Corporate and Securities Law - China and the World, edited by N.C. Howson and H. Huang. Cambridge: Cambridge University Press, 2017.

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

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

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

"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

"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

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

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. 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. Edward Elgar Publishing, 2015.
Full Text: Elgar Online (UMich users) | Elgar Online | 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: MLaw Repository | HEIN (UMich Users) | HEIN | Westlaw | Lexis | 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 | HEIN (UMich users) | HEIN | Lexis | Westlaw | SSRN | WWW

Recently Taught Courses

Curriculum Interest Areas

Activities

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.

Presented the paper "Revising the PRC Securities Law—A Proposal for Amendment of China's Insider Trading Prohibition" at the Zhejiang University Guanghua School of Law High Level Forum on Rule of Law and Reform, "Private Law and Economic Development Under Rule of Law," Hangzhou, China, November 2016.

Moderated the Industry Panel, U-M Department of Economics and Lieberthal-Rogel Center for Chinese Studies conference on "Industrial Upgrading and Economic Growth in China," University of Michigan Ross School of Business, Ann Arbor, October 2016.

Presented "China's People's Courts and Corporatized State-owned Enterprises—Indications (or Not) of Technical Competence, Bureaucratic Autonomy, and Political Independence" at the New York University Law School, New York, October 2016.

Presented "Non-U.S. Acquisitions of U.S. Companies and Assets—U.S. Securities Law Aspects and Implications" (in English and Chinese) at the University of Michigan Ross School of Business China Development Bank Executive Education Program, "Industrial Upgrading and Financial Innovation," Ann Arbor, June 2016.

Taught the course The Chinese Corporation at the Hebrew University Faculty of Law, Mount-Scopus, Jerusalem, Israel, May 2016.

Presented "Partnership Formations and the People's Courts—Law, Development, and Judicial Autonomy" at the University of Toronto Law Faculty's Third Annual China Law Conference, Toronto, Canada, March 2016.

Presented "Regulating China's Capital Markets—A Paradigm Shift?" at the NYU Center on U.S.-China Relations 5th Annual Conference on Chinese Capital Markets, "Assessing the Progress of China's Economic and Legal Reforms," New York City, December 2015.

Presented the paper "Amending China's Insider Trading Prohibition—An Immodest Proposal" at the 15th International Conference of the Tsinghua University 21st Century Commercial Law Forum, "Modernization of the Capital Markets' Legal Framework," Beijing, China, October 2015.

Presented "Hu Gang Tong and the Progressive Dismantling of Chinese Capital Account Controls—Inflating or Managing a Bubble?" at the 2015 thebell's "The Next" Global Conference, The Global State of Regulation of Business and Finance, Seoul, Korea, September 2015.

Presented the paper "China's Insider Trading Prohibition—A Critique and Proposal for Amendment" at the China People's University and Asian Development Bank conference "The Rule of Law in China's Capital Markets—Crafting an Investor-Friendly Securities Law and Promoting the Modernization of Capital Markets Governance," China People's University Law School, Beijing, July 2015.

Participant in the Berle VII Symposium: The Nature of the Modern Corporation, presented by The Adolf A. Berle Jr. Center on Corporations, Law, and Society and the Aspen Institute, Seattle, May 2015.

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.

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