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The Doctrine that Dared Not Speak its Name: Anglo-American Fiduciary Duties in China's 2005 Company Law and Case Law Intimations of Prior Convergence

TRANSFORMING CORPORATE GOVERNANCE IN EAST ASIA, Hideki Kanda, Kon-Sik Kim, Curtis Milhaupt, eds., pp. 193-254, London: Routledge, 2008

Posted: 7 Feb 2009 Last revised: 24 Oct 2012

Nicholas Calcina Howson

University of Michigan Law School

Date Written: September 1, 2008

Abstract

In 2005 China's amended Company Law explicitly declared corporate fiduciary duties for the first time. While many would understand that declaration as an expression of symbolic formal convergence with, or wholesale transplant from, an alien legal system, research on lower-level China People's Court decisions before 2005 indicates that China's judiciary anticipated these important doctrines as much as a decade before. This set of developments may offer new insights on how corporate law develops in a transitional economy (set in a largely unreconstructed political-legal system) and the ways in which judicial institutions can and must rise to the challenges offered by economic and legal change.

Keywords: China, corporate law, convergence, fiduciary duties

JEL Classification: G30, K20, L20, M10, N46

Suggested Citation

Howson, Nicholas Calcina, The Doctrine that Dared Not Speak its Name: Anglo-American Fiduciary Duties in China's 2005 Company Law and Case Law Intimations of Prior Convergence (September 1, 2008). TRANSFORMING CORPORATE GOVERNANCE IN EAST ASIA, Hideki Kanda, Kon-Sik Kim, Curtis Milhaupt, eds., pp. 193-254, London: Routledge, 2008. Available at SSRN: https://ssrn.com/abstract=1339178

Nicholas Calcina Howson (Contact Author)

University of Michigan Law School ( email )

701 South State Street
3234 South Hall
Ann Arbor, MI 48109-3091
United States

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