Howson: 'Quack Corporate Governance' as Traditional Chinese Medicine | The Securities Regulation Cannibalization of China's Corporate Law and a State Regulator's Battle Against State Political Economic Power

ABSTRACT:

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 allencompassing securities regulation directed at corporate governance, at least for companies with listed stock. This article 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 increasingly globalized capital markets; and the ways in which state intervention may protect against state abuse of power and enable greater private autonomy. For analysts of China’s contemporary political system, this article uncovers a new and highly complex, horizontally-oriented, identity of the Chinese party state’s “fragmented authoritarianism”.

 

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