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Tom Manning : Courses and Seminars

Corporate Governance in China
LAWS 80804
China leads the world in economic growth but trails significantly in corporate governance. The government is upgrading the legal and regulatory framework but progress has been slow – and transparency and compliance still vary widely across state-owned, publicly-listed, and private firms. Ethics and social customs, which are central to reform, are even more problematic than structure and proving difficult to change. As Chinese stock prices continue to fall, capital market confidence is disappearing, and global investors are demanding reform. Given the SEC’s recent demand to see the work papers of American audit firms in order to protect American shareholders – and China’s continuing need to access to foreign capital markets – Chinese corporate governance is evoking questions of sovereignty and moving to the center stage of U.S.-China relations. This seminar will compare corporate governance in China to Western practice, examine recent high-profile governance failures, and assess reform initiatives. The seminar will be highly interactive. For example, one unique portion will involve simulation of a major crisis scenario, in which students will role-play executives, directors, and regulators. Grading will be determined by class participation and by 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 hypothetical governance crisis, the best of which will be considered for inclusion in a monograph containing future scenarios to be published in 2014.
Autumn 2013
Tom Manning
Private Equity in Asia
LAWS 71407
Private equity is expanding rapidly into new regions of 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 export proven investment models. Firms like Carlyle, KKR, and Bain Capital, among others, expect their operations in Asia to excel in both growth and rate of return and eventually rival operations in the United States and Europe in scale. Asian nations present unique challenges to private equity investors. These challenges include partnering with governments in state-sponsored transactions, participating as minority investors in contrast to the more typical majority or controlling position, dealing with new or opaque laws, overcoming fraud and corruption, and mitigating the risk of weak corporate governance. Additionally, domestic funds are sprouting up in large numbers and becoming more formidable in the competition for the best deals. This seminar will address the current developments in private equity across major countries in Asia. We will review the nature and rise of the industry in the region, the role of private equity as a new tool in the economic development of Asian nations, and the success and failure of recent Asian private equity deals. Grading will be determined by class participation in 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 issues in a recent case study; and the third will address terms in a prospective deal negotiation.
Winter 2014
Tom Manning
The US-China Treaty Project
LAWS 80806
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 2014
Tom Manning