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Published in Shoji Homu, the leading business law journal in Japan, this article analyzes problematic aspects of a recent, controversial Japanese Supreme Court decision on the approval by a vote of the majority-of-the-minority shareholders (known as "MoM") of a "poison pill" defense against an activist shareholder. The coauthors point out that MoM was borrowed from Delaware corporate law, where it is used in a very different context, and highlight MoM's potential for abuse by target company management in Japan’s prevailing corporate governance environment.

They conclude by proposing a new form of a poison pill for Japanese companies that protects shareholders against structurally coercive bids and is consistent with existing Japanese judicial doctrine requiring shareholder approval of defensive measures, while simultaneously promoting all cash, all shares tender offers to improve economic returns to shareholders.

Title in Japanese: "Tokyo kikai seisakusho jiken ga teikishita mondai to shin J-Pill no teian"

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Curtis J. Milhaupt
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Noa Ronkin
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When U.S. Secretary of State Antony Blinken, in a major China policy speech on May 26, 2022, outlined the Biden administration's strategy to outcompete China, he noted that China “has announced its ambition to create a sphere of influence in the Indo-Pacific and to become the world’s leading power.” But what exactly is China's influence, and how do we know it when we see it? These are some of the questions Dr. Enze Han seeks to answer.

Han, an associate professor at the University of Hong Kong's Department of Politics and Public Administration, joined APARC as a Lee Kong Chian NUS-Stanford Fellow on Contemporary Southeast Asia for the 2022 spring quarter. The fellowship, which is hosted jointly by APARC’s Southeast Asia Program (SeAP) and the Faculty of Arts and Social Sciences at the National University of Singapore, enabled Han to advance his research into Southeast Asia’s relations with China. He recently discussed his work in a seminar hosted by SeAP.

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Conceptualizing China as an Unconventional Great Power

Most studies on China’s presence in Southeast Asia tend to focus on China’s power dynamics and how it wields it to gain influence within the region. The emphasis is on intention and causation: how China willingly uses its power to coerce, coopt, or persuade Southeast Asian states to behave in particular ways. This characterization, Han argues, ignores the contemporary Chinese state as fragmented, decentralized, and internationalized. Han goes beyond this conventional approach to explore the variety of actors and the intended versus unintended outcomes associated with China’s presence in Southeast Asia. It is necessary to understand such nuance and complexity, he claims, if we are to make sense of China’s relations with Southeast Asian states.

China’s presence in Southeast Asia is by no means monolithic, notes Han. Rather, it takes numerous everyday forms and involves not only state actors, such as diplomatic missions and state-owned enterprises, but also non-state actors that may or may not be closely associated with the Chinese state. These include civil society organizations, private businesses, and ordinary Chinese citizens who reside in Southeast Asia for work, study, or retirement, in addition to Chinese tourists. The actions of these multiple stakeholders can have intended and unintended consequences, Han argues. In particular, the effects of non-state Chinese actors’ daily encounters with local communities in Southeast Asia deserve attention, he says.

Shadow Economy and Offshore Gambling in Eastern Myanmar

Consider, for instance, the case of the “new city” of Shwe Kokko in Myanmar’s Southeastern Kayin State (known as 'Karen State' among the ethnic-Karen population living there), on the border with Thailand. The emerging “Chinatown” project in Shwe Kokko began attracting international attention as capital investment flowed into the former farmland on the banks of the Moei River and residential complexes, hotels, shops, Chinese restaurants, and glitzy casinos sprang up. Allegations of Chinese mafia involvement have plagued the massive city project, and media outlets and Western observers attributed culpability to the Chinese government, portraying the project as part of the Belt and Road Initiative.

However, Han points out that empirical details show that the new city project was led by a company headed by a fugitive Chinese businessman fleeing the Chinese government’s crackdown on illegal offshore gambling. Therefore, Shwe Kokko is not quite a case of Chinese Belt and Road Initiative expansionism using complex networks of PRC citizens and ethnic Chinese in a neighboring country to fuel dangerous activities colluding with Chinese officials and government agencies. Instead, it demonstrates how shadow economies like the online gambling industry are responding to regulatory attempts by the Chinese state. According to Han, to make sense of the Shwe Kokko story, one must understand who the non-state actors are and how they interact with local communities in Southeast Asian borderlands.

Market Demand and Agricultural Transformation in Northern Myanmar

Now turn to Northern Myanmar, where Han conducted fieldwork in 2019. Over the past decade, he explains, Northern Myanmar has undergone accelerated deforestation due to rising agricultural production in response to increasing demand for grains such as maize and their elevated global commodity market prices. In Myanmar’s Shan State, which borders China, the expansion of maize cultivation is closely related to a surge in Chinese demand for animal feed resulting from the rising domestic consumption of meat. However, a Chinese state ban on maize import from Myanmar had created rampant smuggling coupled with irregular enforcement of border inspections and schisms between the commodity production cycle and financing for local farmers.

One may draw a correlation between the rising demand for meat consumption in China that seemingly created a ripple effect in Myanmar, leading to the expansion of maize cultivation, deforestation, and economic precarity for local farmers. But then again, is this a case of Chinese influence operations? There is no evidence pointing to such deliberate attempts by the Chinese state to influence its neighboring country, although the resulting economic and environmental consequences are related to conditions in China.

Thus, Han argues, understanding an increasingly globalized China and its variegated impacts around the world requires conceptual flexibility. In particular, when referring to China's presence and influence in Southeast Asia, one must not assume a monolith with hegemonic designs for its neighboring states but rather differentiate between multiple types of actors with long histories and multifaceted consequences, both intended and unintended.

Enze Han

Enze Han

Lee Kong Chian NUS-Stanford Fellow on Contemporary Southeast Asia, 2021-2022
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ASEAN leaders during a Summit discussion.
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ASEAN’s Five-Point Consensus ‘Not Appropriate’ for Myanmar: Ex-US Ambassador

The Irrawaddy spoke to Scot Marciel, former United States ambassador to Myanmar and currently a visiting scholar at APARC, about the current state of regional and international efforts to tackle the Myanmar crisis.
ASEAN’s Five-Point Consensus ‘Not Appropriate’ for Myanmar: Ex-US Ambassador
Portrait of Mary-Collier Wilks
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Postdoc Fellow Spotlight: Mary-Collier Wilks Explores Power Dynamics and Development Imaginaries in International Organizations

Ethnographer and APARC Postdoctoral Fellow Mary-Collier Wilks unveils how distinct development narratives shape the dynamics of aid chains and international organizations’ delivery of services in Southeast Asia.
Postdoc Fellow Spotlight: Mary-Collier Wilks Explores Power Dynamics and Development Imaginaries in International Organizations
Kate Imy
Q&As

How Feminist Military History Sheds Light on Colonial Rule and Warfare

In this interview, Lee Kong Chian NUS-Stanford Fellow on Southeast Asia Kate Imy discusses her research into identity in the twentieth-century British imperial world and her current book project on the colonial roots of winning "hearts and minds" in war, specifically focusing on Malaya and Singapore.
How Feminist Military History Sheds Light on Colonial Rule and Warfare
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Departing from international relations scholarship and popular media accounts that tend to portray China as a great power intent on establishing a sphere of influence in Southeast Asia, Lee Kong Chian NUS-Stanford Fellow on Southeast Asia Enze Han argues for conceptualizing China as an unconventional great power whose diverse actors, particularly non-state ones, impact its influence in the region.

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Shorenstein APARC Japan Program April 18 Webinar information card: Japan's Foreign Policy in the Aftermath of the Russian Invasion of Ukraine, including photo portraits of speakers Hiroyuki Akita, Yoko Iwama, and Kiyoteru Tsutsui

April 18, 5:00 p.m - 6:30 p.m. PT / April 19, 9:00 a.m. - 10:30 a.m. JT

Russia’s invasion in Ukraine has transformed the landscape of international security in a multitude of ways and reshaped foreign policy in many countries. How did it impact Japan’s foreign policy? From nuclear sharing to the Northern Territories, it sparked new debates in Japan about how to cope with Putin’s Russia and the revised international order. With NATO reenergized and the United States having to recommit some resources in Europe, how should Japan counter an expansionist China, an emboldened North Korea, and a potentially hamstrung Russia to realize its vision of Free and Open Indo-Pacific? What might be the endgame in Ukraine and how would it impact the clash of liberal and authoritarian forces in the Indo-Pacific region? Featuring two leading experts on world politics and Japan’s foreign policy, this panel tackles these questions and charts a way forward for Japan.

Square photo portrait of Yoko Iwama

Yoko Iwama is Professor of National Graduate Institute for Policy Studies (GRIPS). She is also the director of Security and Strategy Program and Maritime Safety and Security Program at GRIPS. 

She graduated from Kyoto University in 1986 and earned her PhD in Law. Having served as Research Assistant of Kyoto University (1994–97), Special Assistant of the Japanese Embassy in Germany (1998–2000), and Associate Professor at GRIPS (2000), she was appointed Professor at GRIPS in 2009. She was a student at the Free University of Berlin between 1989-1991, where she witnessed the end the reunification of the two Germanies. 

Her specialty is international security and European diplomatic history centering on NATO, Germany, and nuclear strategy. 

Her publications include John Baylis and Yoko Iwama (ed.) Joining the Non-Proliferation Treaty: Deterrence, Non-Proliferation and the American Alliance, (Routledge 2018); “Unified Germany and NATO,” (in Keiichi Hirose/ Tomonori Yoshizaki (eds.) International Relation of NATO, Minerva Shobo, 2012). 

Her newest book The 1968 Global Nuclear Order and West Germany appeared in August 2021 in Japanese. She is working on a co-authored book on the origins and evolution of the nuclear-sharing in NATO and a co-authored book on the Neutrals, the Non-aligned countries and the NPT.  

Square photo portrait of Hiroyuki Akita

Hiroyuki Akita is a Commentator of Nikkei. He regularly writes commentaries, columns, and analysis focusing on foreign and international security affairs. He joined Nikkei in 1987 and worked at the Political News Department from 1998 to 2002 where he covered Japanese foreign policy, security policy, and domestic politics. Akita served as Senior & Editorial Staff Writer from 2009 to 2017, and also worked at the “Leader Writing Team ” of the Financial Times in London in late 2017. 

 Akita graduated from Jiyu Gakuen College in 1987 and Boston University (M.A.). From 2006 to 2007, he was an associate of the US-Japan Program at Harvard University, where he conducted research on US-China-Japan relations. In March 2019, he won the Vaughn-Ueda International Journalist Award, a prize for outstanding reporting of international affairs. He is an author of two books in Japanese: “Anryu (Power Game of US-China-Japan)”(2008), and “Ranryu (Strategic Competition of US-Japan and China)”(2016). 

Square photo portrait of Kiyoteru Tsutsui

Kiyoteru Tsutsui is the Henri H. and Tomoye Takahashi Professor, Professor of Sociology, Senior Fellow at the Freeman Spogli Institute for International Studies, and Deputy Director of the Walter H. Shorenstein Asia-Pacific Research Center, where he is also Director of the Japan Program. He is the author of Rights Make Might: Global Human Rights and Minority Social Movements in Japan (Oxford University Press, 2018), co-editor of Corporate Responsibility in a Globalizing World (Oxford University Press, 2016) and co-editor of The Courteous Power: Japan and Southeast Asia in the Indo-Pacific Era (University of Michigan Press, 2021).  

 

Kiyoteru Tsutsui
Kiyoteru Tsutsui

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Yoko Iwama Professor & Center Director National Graduate Institute for Policy Studies (GRIPS)
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Cover of the book 'Strategy in the Contemporary World' and screenshot of first page of Oriana Skylar Mastro's chapter "Chinese Grand Strategy"

This chapter briefly covers the history of Chinese grand strategy since 1949 before focusing most heavily on China's strategy of rejuvenation under Xi Jinping. It also covers some of the domestic factors that have influenced Chinese grand strategy over time. It then highlights two components central to China's grand strategy — its approach to international institutions and its maritime ambitions. The chapter ends with a discussion of the United States shift to great power competition with China.

Below is an excerpt from Mastro's chapter in Strategy in the Contemporary World, edited by John Baylis, James J. Wirtz, and Jeannie L. Johnson, reproduced by permission of Oxford University Press.
 

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In Strategy in the Contemporary World, edited by John Baylis, James J. Wirtz, and Jeannie L. Johnson, Oriana Skylar Mastro examines the evolution of Chinese grand strategy from Mao Zedong to Xi Jinping, its drivers, and its implications.

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Oriana Skylar Mastro
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Michael Breger
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Over much of the last four decades, China's economy has ballooned, growing to become the world's second-largest economic power behind the United States, when measured by GDP. Yet alongside the rapid growth came mounting local government debt. While foreign observers have long recognized China’s local government debt as a risk, only recently did the Chinese Communist Party call out the problem as alarming. 

Why have central authorities allowed local government debt to grow with such little direct intervention? The answer to this question has much to do with a “grand bargain” between China's central government and localities during the 1994 fiscal recentralization reform, according to a new study, "China’s Local Government Debt: The Grand Bargain," published in the January issue of The China Journal.  The study’s co-authors are Stanford political scientist Jean Oi, a senior fellow at FSI and director of the China Program at APARC, Adam Liu, a former doctoral student of Oi, and Yi Zhang.


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The Origins of China's Massive Local Government Debt

The 1994 reform left localities with a tremendous fiscal gap. But then Beijing in fact gave localities enough autonomy to seek funding independently and the green light to create new backdoor financing institutions that counteracted the impact of fiscal decentralization, show Oi and her colleagues. They call this dynamic a “grand bargain.” The bargain’s purpose was to garner regional cooperation in fiscal and financial recentralization campaigns. The result, as the co-authors document, was far from the intended outcome. The policy resulted in greater decentralization, as local leaders used backdoor financing to meet expenditure responsibilities and bolster local development.

The study offers a fresh interpretation of the political economy surrounding the 1994 fiscal reform and a new understanding of the grand bargain, in which secretive financing was the quid pro quo offered to localities to sustain their incentive for local state-led growth after 1994. Oi and her colleagues draw upon municipal and county data as well as interviews and memoirs of key party leaders, architects of the 1994 fiscal reform, to support their assertions about the dynamics of China's economic rise and the local debt problem. Their findings highlight the "paradoxical political dynamics" of China’s political economy. As the 1994 fiscal reform recentralized tax revenues, "countervailing policies substantially promoted decentralization and fiscal empowerment of localities and decreased the transparency of local financial arrangements."

Granting localities the right to operate local state banks was a necessary but insufficient step for establishing the backdoor financing needed to sustain the grand bargain. Local governments needed a middleman to circumvent the bans on borrowing.
Liu, Oi, and Zhang

The grand bargain led to China's continued growth. The drawback, however, was that this economic growth has been accompanied by the accumulation of local government debt with little transparency and central control. When the global financial crisis impacted growth rates, local deficits and debts spiked. In response, Beijing began to shut down backdoor financing and opened front-door options that were transparent and under the control of national authorities — but with limited success.

Reining in Local Government Financing Vehicles

The researchers posit that "only beginning in 2017 did the Communist Party’s own Central Leading Group on Finance and Economic Affairs and various government-related media begin to label local government debt as a threat to the economy, raising the alarm bells by calling it a 'gray rhino,' a likely high-impact threat that was being ignored." Why, then, didn’t Beijing quickly put a stop to local government debt? Why did central authorities wait until 2015 to put measures in place, and wait even longer to identify local government debt as an economic threat?

Oi and her colleagues explain that studies of policy implementation and regulation in China tell us that the national government faces information asymmetry problems, where localities can subvert upper-level directives because the center has imperfect knowledge of what local agents are doing. Such subversion is most likely when local interests are not aligned with Beijing’s. Now, in the wake of the COVID-19 pandemic, the question is whether the pendulum will swing back toward more tolerance of local debt for the sake of economic growth.

All indications, the authors agree, suggest that during COVID-19 and its aftermath, especially as China also has vowed to win and maintain the fruits of the battle against poverty “at all costs,” localities are going to need extra resources, borrowed or not. The center’s pendulum, at least for now, is swinging further away from fiscal discipline toward local incentives and growth.

[Xi's] anticorruption tactics and exerting tighter control to reduce local government debt have not solved the debt problem because the root causes are institutional.
Liu, Oi, and Zhang

Evading Institutional Reforms

Oi and her colleagues contend that the expansion of local government debt is a feature of China's developmental model, which aims to "circumvent rather than tackle difficult institutional reform, kicking the can down the road, opting for an easier fix to avoid the potentially high political costs.” 

The authors' primary takeaway is therefore that local government debt in China is not a local problem. Similar to other developing nations that depend upon local partners, China faces a dual-commitment problem: "growing the local economy without debt requires the central state to simultaneously commit to respecting its local agents’ access to and control over the fruits of local development (of which local fiscal resources are the most crucial part), while exercising credible fiscal discipline over precisely the same set of local agents that the center seeks to incentivize.”

For nearly three decades, Chinese central authorities have relied on the grand bargain to boost the nation's economic might. Oi and her colleagues reveal that the problem of local government debt reverberates to the highest echelons of the Chinese state decision makers and continues to present strategic challenges for the economic juggernaut.  

Read the article by Oi et al

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Jean Oi Elected Vice President of the Association for Asian Studies

APARC’s Jean Oi, a China expert, will begin her term with the AAS in March 2022, serving on a four-year leadership ladder of vice president, president, and past president. Representing all the regions and countries of Asia and all academic disciplines, the AAS is the largest professional association of its kind.
Jean Oi Elected Vice President of the Association for Asian Studies
(Left) Congratulations Adam Yao Liu, Winner of the 2020 BRICS Economic Research Award; (Right) Portrait of Dr. Adam Liu
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Stanford Ph.D. Alumnus Wins BRICS Economic Research Award

Dr. Adam Yao Liu, a former doctoral student of APARC China Program Director Jean Oi, has been awarded the 2020 BRICS Economic Research Award for his research on how banking systems in China are developing.
Stanford Ph.D. Alumnus Wins BRICS Economic Research Award
Cover of "China's Gilded Age" by Yuen Yuen Ang
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The Role of Corruption in China's Speedy, Risky Boom

How has corruption simultaneously driven China’s economic boom and financial risks? Professor Yuen Yuen Ang explains its role in producing a high-growth but also high-risk economy.
The Role of Corruption in China's Speedy, Risky Boom
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New research in 'The China Journal' by APARC’s Jean Oi and colleagues suggests that the roots of China’s massive local government debt problem lie in secretive financing institutions offered as quid pro quo to localities to sustain their incentive for local state-led growth after 1994

China’s spectacular growth over the last 40 years has slowed but remains strong, leading the world in economic recovery after the global financial crisis, and even in the current COVID-19 pandemic after a devasting blow early in 2020.  Yet, a number of worrying developments have emerged, most recently the troubles that China’s second largest property development company, the Evergrande Group, have suffered.

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Drawing on insights from recent economic theories of incomplete contracts, we develop a theoretical model on authority relationships in the Chinese bureaucracy by conceptualizing the allocation of control rights in goal setting, inspections, and provision of incentives among the principal, supervisor, and agents. Variations in the allocation of these control rights give rise to different modes of governance and entail distinct behavioral implications among the parties. The proposed model provides a unified framework and a set of analytical concepts to examine different governance structures, varying authority relationships, and the specific principal-agent problems entailed in a bureaucratic setting. We will illustrate this through a case study of authority relationships and ensuing behavioral patterns in the environmental protection arena over a five-year cycle of policy implementation.

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Xueguang Zhou
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At the initial epicenter of the COVID-19 pandemic, the Chinese governments, both central and local, responded to the outbreak in Wuhan, with the drastic measure of the lockdown of the entire city of 11 million residents. The moment of organizational response to crisis crystallized the fundamentals of Chinese bureaucracy, its bureaucratic processes, dispositions, and mentalities, as it had to haphazardly patch together segments of formal and informal practice for mobilization. In this commentary, I reflect on what we have learned about Chinese bureaucracy in this dramatic episode.

As China and many other countries are now facing the aftermath of the pandemic and adapting to a significantly changed global environment, organizational resilience moves to the center of attention. Making sense of the characteristics of the Chinese government helps us better understand the potential for organizational resilience in the post-pandemic era. We look into the past in order to better understand what lies ahead.

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Management and Organization Review
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Xueguang Zhou
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Chinese bureaucracy, with its long history and distinctive characteristics, has provided the organizational basis of governance and played a pivotal role in the economic takeoff in recent decades. Chinese bureaucracy also shows intriguing dualism between entrepreneurial activism and bureaucratic inertia, between formal rules and informal institutions, and between high responsiveness and noticeable loose coupling.

This study explores these distinctive features of Chinese bureaucracy through three lenses: Weber's comparative-historical approach helps locate Chinese bureaucracy in a distinct mode of domination; the Confucian lens identifies the prevalence of informal institutions that underlie bureaucratic behaviors; and the Marchian lens sheds light on the organized anarchy and set of mechanisms that shape the key characteristics of Chinese bureaucracy.

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Xueguang Zhou
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Callista Wells
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On October 6, 2021, the APARC China Program hosted the panel program, "Engaging China: Fifty Years of Sino-American Relations." In honor of her recently released book of the same title, Director of the Grassroots China Initiative Anne Thurston was joined by contributors Mary Bullock, President Emerita of Agnes Scott College; Thomas Fingar, Shorenstein APARC Fellow; and David M. Lampton, Professor Emeritus at Johns Hopkins School of Advanced International Studies (SAIS). Thomas Fingar also moderated the panel.

Recent years have seen the U.S.-China relationship rapidly deteriorate. Engaging China brings together leading China specialists—ranging from academics to NGO leaders to former government officials—to analyze the past, present, and future of U.S.-China relations.

During their panel, Bullock, Fingar, Lampton, and Thurston reflected upon the complex and multifaceted nature of American engagement with China since the waning days of Mao’s rule. What initially motivated U.S.’ rapprochement with China? Until recent years, what logic and processes have underpinned the U.S. foreign policy posture towards China? What were the gains and the missteps made during five decades of America’s engagement policy toward China? What is the significance of our rapidly deteriorating bilateral relations today? Watch now: 

For more information about Engaging China or to purchase a copy, please click here.

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Xi and Biden
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Biden, Xi Will Want To Diminish Exaggerated Characterizations of Bilateral Friction, Stanford Scholar Says

In this Q&A, Stanford scholar Thomas Fingar discusses what to expect when President Biden meets with Chinese President Xi Jinping.
Biden, Xi Will Want To Diminish Exaggerated Characterizations of Bilateral Friction, Stanford Scholar Says
Taiwan
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America's Future in Taiwan

Intensifying threats of a military conflict over Taiwan have brought uncertainty to the stability of regional security for Southeast Asia, according to Center Fellow Oriana Skylar Mastro on radio show On Point.
America's Future in Taiwan
USS Key West during during joint Australian-United States military exercises Talisman Sabre 2019 in the Coral Sea.
Commentary

In Defense of AUKUS

This is not only about nuclear-powered submarines; it is about a strengthened US commitment to Australia.
In Defense of AUKUS
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Was the strategy of engagement with China worthwhile? Experts Mary Bullock, Thomas Fingar, David M. Lampton, and Anne Thurston discuss their recent release, "Engaging China: Fifty Years of Sino-American Relations."

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