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Thomas J. Manning : Courses and Seminars

Corporate Governance in China
LAWS 53279
(WP, BID, LEC, SEM)Good corporate governance is essential to building an effective and stable capital market. China, which leads the world in economic growth, still lags in corporate governance and its capital markets remain underdeveloped as a result. Despite a plethora of new laws and regulations, compliance remains problematic and transparency inadequate – and board and management practices still vary widely across state-owned enterprises, publicly-listed companies, and privately-held firms. Furthermore, appreciation for ethical behavior, which is regarded as the bedrock of good governance and central to reform, is proving difficult to institutionalize. Given the growing volume of Chinese investment activity, the potential impact of a corporate collapse, and the risk of contagion spreading between Chinese and Western capital markets, corporate governance in Chinese companies is becoming an important concern not only for China but for investors and regulators worldwide. This seminar will review the current state of corporate governance in China, compare Chinese practice to Western practice, examine recent high-profile failures, and highlight reform efforts. The seminar will be highly interactive and include extensive discussion of case studies. During the class, students will also learn-by-doing when they role-play a major governance crisis scenario, expressing the attitudes and behaviors of corporate executives, board directors, and regulators.Grading will be determined by class participation and performance across three short papers. The first paper will involve a comparison of Chinese and Western corporate governance methods; the second will focus on a recent case and provide analysis and commentary; and the third will require generation of a detailed, hypothetical governance crisis scenario, which will compete for inclusion in a monograph of future scenarios to be published later in the year.
Winter 2017
Thomas J. Manning
Private Equity in Asia
LAWS 53228
(WP, BID, SEM, LEC)Private equity is expanding rapidly into new regions around the world. Asia, where profound economic change is taking place in countries such as China, India, Indonesia, and Viet Nam, offers attractive opportunities for Western firms seeking to apply their proven investment models. Leading global firms like Carlyle, KKR, and Bain Capital are bullish on Asia and expect their Asian operations to excel in both rate of growth and rate of return and eventually rival their U.S. and European operations. Such expansion is not without risk, however, and success in Asia requires private equity firms to develop new skills such as partnering with state-owned enterprises, accepting minority investment stakes, dealing with ambiguous legal frameworks, fending off fraud and corruption, and correcting weak corporate governance. Additionally, competition from indigenous firms is threatening to change the landscape - domestic funds are sprouting up in large numbers and increasingly attracting many of the best deals. This seminar will address current developments in private equity across major countries in Asia. We will examine the rise of the industry in the region, the role of private equity in economic development, and the nature of recent Asian private equity deals. Using case examples, we will evaluate deal opportunities and simulate investment decisions in eight different countries. Grading will be determined by class participation during the discussion of cases and readings and by performance across three short papers. The first paper will examine private equity in the macro-context of economic transformation; the second will focus on the evaluation of a recent deal; and the third will address the terms in a prospective deal negotiation.
Autumn 2016
Thomas J. Manning
The US-China Treaty Project
LAWS 53281
(BID, SEM)The United States and China are engaged in the most important bilateral relationship of our era, yet the relationship remains random, fragile, and mistrustful. China’s rising influence threatens to change the global status quo, and the United States is understandably concerned. If these two giants learn how to collaborate, they could conceivably solve the world’s greatest problems. Alternatively, if they elect to contest each other at every turn, the result will be global instability and crisis. Unfortunately, the Shanghai Communiqué, which helped to open China forty years ago, is no longer sufficient as a guide; a new framework is needed. The world has grown less structured and more volatile, and the two nations are more competitive than ever. The risk of conflict is growing along with the volume of sensitive interactions. It is time for both nations to negotiate a new bargain that will guide and support the steady maturation of their high-potential, high-risk relationship. This seminar will advocate that the two nations develop a new, fifty-year treaty in the form of a strategic cooperation agreement. We will define the rationale and the case for action, draft major components of the proposed treaty, outline the pathway required for adoption, and transmit our end-product to foreign policy authorities in Washington and Beijing. Grading will be determined by class participation and by performance across three short papers. The first paper will examine best practices in bilateral treaty development; the second will focus on critical factors in the future United States - China relationship; and, the third will require drafting of key components for the proposed treaty.
Spring 2017
Thomas J. Manning