Shang Yang’s Proposal for Fundamental Reform

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This article presents an analysis of Sima Qian’s account of Shang Yang’s proposal for fundamental reform, a passage from the Records of the Grand Historian. Shang Yang (390-338 BCE) was a political theorist and statesman: he engineered and executed the fundamental reform of Qin, which facilitated it to become a hegemon in less than two decades. Contingent on the reform was unparalleled agricultural productivity and military strength, with which Qin ended the Warring States Period through conquest and became the first dynasty of Imperial China in 221 BCE. Shang Yang’s political thought and the way he implements his thought in politics have a lasting effect on China, especially during crucial times of change, revolution, and reform—moments that in retrospect would be regarded as turning points in Chinese history.

Shang Yang’s proposal for fundamental reform consists of a dialogue with Duke Xiao of Qin. According to Sima Qian, it is an interview with the ruler and a court debate that makes a fascinating dialogue, concluding with Shang Yang’s victory and the immediate initiation of his reform. The dialogue not only delivers an essential message that laws must progress with the times, but also demonstrates the tactics that was used to turn that message into practice and institutionalized thought.

Reading Sima Qian’s “Biography of Lord Shang” in the Records, I was first intrigued by his account of the conversations and body movements that happened during the interview between Shang Yang and the Duke, for it is unlikely for one to recollect such details centuries after those events.[1] Are those details merely unverifiable and embellished anecdotes? In what way do they contribute to our understanding of Shang Yang’s reform, political thought in ancient China, and Chinese history as articulated in Sima Qian’s Records? What should we reflect from this particular way of writing history?

In light of Eric Voegelin’s remarks on the distinction between traditional and critical history,[2] and the way he observes “traditional history” as “an integral part of the order of society itself,”[3] I see from Shang Yang’s proposal, taken from Sima Qian’s Records, a decisive, if not an institutionalized, separation between the spiritual ecumene and the territorial empire. The progression of Shang Yang’s proposal, written in the form of a dialogue with intentional embellishments, can be seen as a flowchart of how the latter usurps the former.

Shang Yang’s Reform and the Rise of Qin

In referring to the walls in The Shawshank Redemption (1994), the irony of institutionalization is that “first you hate them, then you get used to them. Enough time passes, gets so you depend on them.” The fundamental reform of Qin that started in 359 BCE was,[4] according to Sima Qian (145-86 BCE), the grand historian in ancient China, peculiarly similar to those walls. To quote the historian, “at the beginning of Yang’s reform, the people hated it; in three years, the people got used to it.”[5]

The fundamental reform of Qin was led by a person named Gong-sun Yang (390-338 BCE) from the statelet of Wei, who had migrated to Qin in his thirties for a political career and later was entitled Lord of Shang for his service (more commonly known as Shang Yang).[6] The rise of Qin was but an immediate outcome of Shang Yang’s reform. Among its legacies was state centralization, the Household Register System (hukou), and the stationary agricultural population: three examples of institutionalized features in China. Not less important, although far more debatable, is how the reform led to a form of equality of conditions in this ancient civilization.

Not only did Shang Yang’s reform bring agricultural abundance and military strength to the Dukedom of Qin, but it also was a system of equal opportunity for the people of Qin to become government officials ranked according to their quantifiable battlefield contribution, i.e. the number of severed heads of enemies. In retrospect, it is not entirely presumptuous to say that the “equality of conditions is very great and very old” in Chinese society.[7] Fueled by unparalleled wealth of the state and unwavering morale of the military, Qin became the kingdom that brought the Warring States Period to its end in 221 BCE, having eliminated all six rival kingdoms through conquest and brought the entire tian xia, i.e. “the Chinese ecumene,”[8] under its centralized reign. For the first time, a unified China in the form of an empire was established and lasted for over two millennia, geographically and linguistically, politically, and culturally.

Shang Yang’s Proposal in Major Sources

By Shang Yang’s proposal, I mean the series of words and actions that he chose in order to persuade Duke Xiao of Qin of his reform. That is a tempting proposal to rulers who believe in action over deliberation because it was designed to turn a system of thought into a system of practice, reaping tangible outcomes within a lifetime.

The proposal appears differently in two oft-cited sources. The Book of Lord Shang, composed by Shang Yang and, most likely, his later followers, begins with a chapter entitled “Revising the Laws.”[9] The chapter presents a court debate in which Shang Yang answers Duke Xiao’s concerns about being criticized by “All-under-Heaven” for the reform. Yang persuades the Duke to be resolute when it comes to “altering the laws” and refutes two ministers who are in favor of preserving old laws. He successfully convinces the Duke to initiate the reform immediately.[10]

In Sima Qian’s Records of the Grand Historian, Shang Yang’s proposal begins with his interview with Duke Xiao, followed by the court debate. Sima Qian’s account of the interview consists of four meetings framed in the form of a dialogue between three people: Duke Xiao, Jing, and Shang Yang. This interview is not included in The Book of Lord Shang. Being a eunuch close to Duke Xiao, Jing introduced Shang Yang to the Duke and, as a mediator, made it possible for the interview to move forward. Jing is not included in The Book of Lord Shang either. Hence, I consider that Shang Yang’s proposal in The Book of Lord Shang, while being an established record of a court debate, has been reduced from its fullness. The proposal in Sima Qian’s Records, by contrast, contains puzzling details of casual interactions and unexpected circumstances, while its record of the court debate is, as Pines put it, incorporated “almost verbatim” from The Book of Lord Shang.[11]

Certainly, those discrepancies I described could be dismissed as simple differences between genres and authorial preferences, for The Book of Lord Shang is a work of political thought, while the Records seems to be a historian’s recollection mixed with embellished anecdotes and “later legends.”[12] Alternatively, one might speculate that parts of The Book of Lord Shang have been destroyed or lost over centuries due to the hostility towards the “Legalist school” in Chinese history.[13] One can also speculate that Shang Yang and his followers might have been exercising (self-)censorship in their works and deliberately caused some of those losses. After all, censorship for its own sake—not as an effort to promote one’s views by suppressing opposing views, but an effort to eliminate the very possibility of views to become diverse—is but another persistent legacy of Shang Yang’s school of thought, as The Book of Lord Shang argues that “argumentativeness and cleverness are the assistants of turmoil”[14] and that “when there is much talk, the army is weak.”[15]

Unlike Lord Shang, Sima Qian talks a lot. His account can sometimes be so detailed that it invites skepticism toward its “literary embellishments.”[16] As a matter of fact, he is peculiarly selective as he sometimes includes minor anecdotes in detail while summarizing major events in brief sentences. In light of Voegelin’s observation that Sima Qian’s purpose can be different from that of a “modern pragmatic historian,”[17] I expect that, by looking closely into the contrast between the embellished account of the interview and the summarized record of the court debate in the Records, we might be able to contemplate on the historian’s intention beyond documenting the past and discover pathways to ancient Chinese political thought.

The Interview

Duke Xiao of Qin came into power in 362 BCE. He issued a mandate in the same year in which he observes that Qin is weak and ashamed because of political instability for generations in the past, causing Qin to lose its land in the east and be humiliated by other kingdoms. Therefore, he proclaimed that anyone who contributes unusual stratagems to make Qin great again will be rewarded with prominent positions and land.[18] Shang Yang learned about the mandate when he was living in the Kingdom of Wei, one of the stronger neighbors in the east that took land from Qin.[19] He decided to head down to Qin for the job.

Shang Yang’s proposal consists of two phases in Sima Qian’s Records. The first phase is when he meets with Duke Xiao in person, and the second is when he speaks at the court debate. It occurs to me that they are delivered under different circumstances with different objectives that complement each other—one for persuading the Duke, and the other for defeating his opponents and demonstrating victory. The Duke’s mandate betrays that he is a lover of victory and glory, and I suppose that Shang Yang might have realized that it is in his best interest to convince the Duke without defeating him in argument. But then, to persuade a lover of victory, what could be more expedient and convincing than showing victory? At this point of the discussion, let me include my translation of the interview between Shang Yang (named as Gong-sun Yang, or Yang, in the original text) and Duke Xiao. I have numbered each meeting in square brackets for the convenience of referencing it later. The interview goes as follows:


Having heard that Duke Xiao of Qin has issued a mandate to seek out the wise [counselors] within the dukedom, to make Qin great again as it was in the age of Duke Mu,[20] and to reoccupy the land in the east, Gong-sun Yang traveled westwards into Qin and asked Jing, a favored eunuch of Duke Xiao, to introduce him to the Duke.

[The First Meeting] While meeting with Yang and hearing him talking for a long time, Duke Xiao dozed off frequently and did not listen. After the meeting, Duke Xiao scolded Jing and said: “Your guest is presumptuous. How can such a person be employable!” Jing then blamed Yang using the Duke’s words. Yang replied: “I tried to persuade the Duke with the way of the Emperors,[21] yet his mind is not readily open for that.” Five days later, [Jing] asked the Duke to let Yang have another meeting.

[The Second Meeting] Yang met with the Duke again, talked more, but without success. After the meeting, Duke Xiao blamed Jing again, and so Jing blamed Yang as well. Yang replied: “I tried to persuade the Duke with the way of the Kings,[22] but I could not get his attention. I would like to ask for another meeting please.”

[The Third Meeting] Yang met with the Duke again. The Duke turned friendly to Yang [this time], but still, he did not offer him a position. When the meeting was over, Duke Xiao said to Jing: “Your guest is good. We can talk now.” Yang remarked: “I tried to persuade the Duke with the way of the Overlords,[23] he is leaning toward it. Now I know what to say if we talk again.”

[The Fourth Meeting] Yang met with the Duke again. While discussing with Yang, the Duke moved forward on his sitting mat without knowing it. They talked for several days without being exhausted. [After the meeting] Jing asked Yang: “What makes you so impressive to my king [this time]? He was extremely pleased.” Yang replied: “[In previous meetings] I tried to persuade him by introducing ways of the Emperors and the Kings which would make his reign as great as the ‘Three Dynasties.’”[24] He replied: ‘That would take too long. I cannot wait. Besides, wise rulers become distinguished and famous under-heaven (throughout tian xia) while in power, how could they wait broodingly for decades and centuries to become Emperors and Kings?’ So I persuaded him with the craft of state power, and he was abundantly pleased. [25] But now [I am afraid that], in terms of virtue, his state will not be on a par with the Dynasties of Yin and Chou.”[26]


It is beyond the scope of this chapter to survey the many Books in Sima Qian’s Records to delineate the exact meaning of Emperors, Kings, and Overlords. But to make sense of the above dialogue, I shall borrow some of Voegelin’s findings of Chinese “traditional history” to briefly describe those three key terms at the risk of oversimplifying both Sima Qian and Voegelin. The Emperors are mythological rulers (or deity according to some sources) that are naturally-wise and they rule in accordance with the nature.[27] The Kings are characterized by the virtue (te) of ruling. This conception of virtue combines the “merits of distinguished ancestors” and themselves being good as rulers.[28] It is from the virtue of Kings that comes authority and order, and with which they rule. The Overlords are known to be competent leaders in the age when ancestral merits become so insignificant that order, safety, and peace largely depend on leadership, competence, and diplomacy of regional protectors.[29] While the King’s court was still regarded as the center of the ecumene, the Overlords, such as Duke Mu of Qin, were the de facto protectors of the realm and of the King, even though they have the military strength to usurp and become self-declared emperors. To summarize my simplification: Emperors rule by nature; Kings rule by virtue; Overlords rule and are ruled by politics, tradition, and moderation.

After traveling down from ways of the Emperors and the Kings, to that of the Overlords, and arriving at the craft of state power, Shang Yang finally convinced the Duke that he is the one to restore Qin’s power that was seen in the time of Duke Mu, the ancestor whom Duke Xiao referred to in his mandate. Given that Duke Mu is one of the Five Overlords in Sima Qian’s Records, we observe from the interview that, of the four meetings with the Duke, it was during the third meeting that Shang Yang finally brought up what the Duke was asking for—how to become and rule like his Overlord ancestor. Even when it came to that, Shang Yang was not impressive enough to get himself appointed. He became persuasive enough only when he went down to the level of craft. Given that Shang Yang prioritizes efficiency and reaching goals, his failure in the first three meetings is peculiar. Since Shang Yang knew that the Duke’s mandate was about becoming the Overlord, why would he take a long detour to Emperors and Kings? And why was the third meeting on the way of Overlords insufficient to get him appointed?

Here is Sima Qian’s commentary at the end of his chapter on Shang Yang: “Tracing [Yang’s] effort to persuade the Duke with crafts of Emperors and Kings, [I find that] his words are frivolous and unnatural.”[30] Apparently, Shang Yang attempted to impress the Duke with ways of Emperors, Kings, and Overlords, but it turned out that he was barely capable of articulating any of them as a “way,” properly understood, or tao in Chinese, a word that contains ancient Chinese conceptions including morals, law, philosophy, and above all, divine wisdom. Without the intellectual capability to articulate “ways” properly, the ways of Emperors, Kings, and Overlords in Shang Yang’s lecture are inadequate crafts. Those crafts would not win against the powerful “craft of states” in the competition of producing strong rulers. Hubris, as it appears to Sima Qian, comes when Shang Yang delivers neither true ways nor quality crafts in his speech about Emperors and Kings.[31] Moreover, Sima Qian describes that Shang Yang’s strength is in “the study of punishing and honoring,” or the study of who gets what, when and how in a given society.[32] Reading the interview between Shang Yang and the Duke in relation to the historian’s remarks, it occurs to me that Shang Yang is preoccupied with craft, i.e. the making of unnatural and artificial things, even when he tries to speak of wisdom and nature.

The reason why Shang Yang was unimpressive during the third meeting is becoming clearer: he delivered the craft of Overlords instead of the way of it. Even though Duke Xiao might not be wise enough to articulate the difference between them and might be amused to hear Shang Yang speaking about the cleverness of his ancestor, Sima Qian’s account indicates that there is something “frivolous and unnatural” in Shang Yang’s discourse. If that is the case, a serious student would probe why crafts of Emperors, Kings, and Overlords are deemed unnatural in Sima Qian’s terms, and therefore one might as well look into what being natural means.[33] The very possibility of seeking answers to those questions relies on being open to diversity in the way of writing history other than documenting events or serving a ruling class—this is what we ought to take into account before we claim to understand the universe in the traditional historian’s work. This is the point where I see Voegelin’s vision of studying “an integral part of the order” from traditional history[34] converging with Sima Qian’s ideal as a historian “to probe the horizon between the heavenly and human world, to know the changes of past and present, and to have an independent [school of] thought.”[35]


Reading Shang Yang’s interview with Duke Xiao and the court debate in tandem, Sima Qian’s seemingly embellished Records provides us with an image of the decay of order through levels of separation, and then equalization, between ideals, political ideologies, and practices. Tocqueville anticipated that when abstract principles, practical generalizations, and means are taken apart from each other, “none of them can prosper for long.”[44] The triumph of imperial states over ancient Emperors, Kings, and Overlords parallels the decisive separation between the spiritual ecumene and the territorial empire. The triumph of Shang Yang in his interview and debate also seems to parallel the separation between the spiritual, contemplative, and empirical aspects of the study about ourselves, which were supposed to be organized in harmony if we are to scientifically understand politics as the way we live together. The craft of total empires is not distant from, and perhaps most susceptible, to the veneration of useful technologies, efficient methods, tangible outcomes, and preferably all come with minimal contemplation.



[1] Sima Qian (司馬遷), “Biography of Lord Shang (商君列傳),” in Records of the Grand Historian (史記), Wu Ying Dian Edition (武英殿本). Block-printed in the time of the Qianlong Emperor (1711-1799 CE). Available at

[2] Eric Voegelin, Order and History, Volume Four: The Ecumenic Age (Baton Rouge: Louisiana State University Press, 1974), 275.

[3] Ibid., 276.

[4] The earliest starting date of Shang Yang’s Reform is debated in the literature. But according to Sima Qian’s Records of the Grand Historian, in 359 BCE, Shang Yang won the court debate and was appointed to carry out some of his reforms. That date is also included in: Yuri Pines, “Shang Yang and His Times,” in The Book of Lord Shang: Apologetics of State Power in Early China, by Shang Yang, ed. and trans. Yuri Pines (New York: Columbia University Press, 2017), 16.

[5] My translation of the following text in original Chinese: “卒用鞅法,百姓苦之;居三年,百姓便之。” Sima Qian (司馬遷), “The Annals of Qin (秦本紀),” in Records of the Grand Historian (史記). Available at

[6] This is why Shang Yang is also known as Gong-sun Yang, Wei Yang, and Lord of Shang. For a comprehensive introduction of Shang Yang, see: Yuri Pines, “Shang Yang and His Times,” in The Book of Lord Shang, 7-24.

[7] Hiroshi Watanabe, “The French, Meiji and Chinese Revolutions in the Conceptual Framework of Tocqueville,” The Tocqueville Review/La Revue Tocqueville XXXVIII/1 (2017): 65-66.

[8] Voegelin, Order and History Volume Four, 272, 283.

[9] The authorship of The Book of Lord Shang has been under scholarly debate. See: Pines, “The Text: History, Dating, Style,” in The Book of Lord Shang, 31.

[10] Ibid., 119-122.

[11] Ibid., 119.

[12] Ibid., 7.

[13] Ibid., 25.

[14] Ibid., 147.

[15] Ibid., 146. A more admonishing way to put this: “Empty talk harms the country, hard work prospers the nation.” See: Yu Sui, “Turning Blueprints into Reality,” in China Daily (December 10, 2012). Available at:

[16] Ibid., 7.

[17] Voegelin, Order and History Volume Four, 275.

[18] My summarized translation of the following text in original Chinese: “會往者厲、躁、簡公、出子之不寧,國家內憂,未遑外事,三晉攻奪我先君河西地,諸侯卑秦、醜莫大焉。獻公即位,鎮撫邊境,徙治櫟陽,且欲東伐,復繆公之故地,修繆公之政令。寡人思念先君之意,常痛於心。賓客群臣有能出奇計彊秦者,吾且尊官,與之分土。” See: Sima Qian (司馬遷), “The Annals of Qin (秦本紀).”

[19] This is not the statelet of Wei (衛) where Shang Yang was born, but the kingdom of Wei (魏), a strong neighbor that borders Qin in the east.

[20] Duke Xiao of Qin (秦孝公) was in power between 362-338 BCE. Duke Mu of Qin (秦穆公) was Duke Xiao’s ancestor, in power between 659-621 BCE. In Sima Qian’s Records, Duke Mu is ranked among the “Five Overlords.”

[21] The “Emperors” (帝, Ti) most likely refer to legendary rulers in traditional Chinese history, which include Yao (2145-2043 BCE), Shun (2042-1990 BCE), and three predecessors in mythology. See also: Voegelin, Order and History Volume Four, 276, 278.

[22] The “Kings” (王, Wang) most likely refer to “Wen and Wu, the founders of the Chou dynasty,” around 1049 BCE. See also: Voegelin, Order and History Volume Four, 277.

[23] The “Overlords” (霸, Ba or Po), are the lord of lords, most likely refer to “regional protector of the realm at times when the king’s own force proved insufficient to maintain the peace.” See also: Voegelin, Order and History Volume Four, 292.

[24] The “Three Dynasties” are “the Hsia (1989-1558 BCE), the Shang (or Yin, 1557-1050 BCE), and the Chou (1049-256 BCE).” See also: Voegelin, Order and History Volume Four, 276.

[25] The word “craft” (術) distinguishes the fourth meeting from the previous three, for those meetings were about “ways” (道): “the way of Emperors” (帝道); “the way of Kings” (王道); and “the way of Overlords” (霸道).

[26] My literal translation of the following text in original Chinese: “公孫鞅聞秦孝公下令國中求賢者,將修繆公之業,東復侵地,乃遂西入秦,因孝公寵臣景監以求見孝公。孝公既見衛鞅,語事良久,孝公時時睡,弗聽。罷而孝公怒景監曰:「子之客妄人耳,安足用邪!」景監以讓衛鞅。衛鞅曰:「吾說公以帝道,其志不開悟矣。」後五日,復求見鞅。鞅復見孝公,益愈,然而未中旨。罷而孝公復讓景監,景監亦讓鞅。鞅曰:「吾說公以王道而未入也。請復見鞅。」鞅復見孝公,孝公善之而未用也。罷而去。孝公謂景監曰:「汝客善,可與語矣。」鞅曰:「吾說公以霸道,其意欲用之矣。誠復見我,我知之矣。」衛鞅復見孝公。公與語,不自知厀之前於席也。語數日不厭。景監曰:「子何以中吾君?吾君之驩甚也。」鞅曰:「吾說君以帝王之道比三代,而君曰:『久遠,吾不能待。且賢君者,各及其身顯名天下,安能邑邑待數十百年以成帝王乎?』故吾以彊國之術說君,君大說之耳。然亦難以比德於殷周矣。」” See: Sima Qian (司馬遷), “Biography of Lord Shang (商君列傳).”

[27] Voegelin, Order and History Volume Four, 276.

[28] Ibid., 277.

[29] Ibid., 292.

[30] My translation of the following text in original Chinese: “跡其欲干孝公以帝王術,挾持浮說,非其質矣。” See: Sima Qian (司馬遷), “Biography of Lord Shang (商君列傳).”

[31] Without adding a long digression into the chapter, there are two reflections that I would like to mark here. Both of them would require separate lines of arguments. First, despite the differences between schools of thought in ancient Chinese political thought, a common understanding is that sage rulers who rule by nature do nothing, great rulers who rule by virtue do little, good rulers who rule by competence do modestly more, and poor rulers do a lot. Furthermore, it is not because those rulers choose to do more or less but rather the essence of the type of ruling they are capable of determines the amount of ruling work they must handle.

Second, I choose to translate the Chinese word “術” (shu) as “craft,” and not as “arts” (as in “martial arts” for 武術, wu shu), because in Shang Yang’s school of thought, shu concerns the “production” of a ruler, i.e. how to make a ruler out of a mediocre person who are not natural rulers. It is different from the art of ruling, because one who practices the art of ruling is being a ruler, yet shu is about becoming a ruler. It is usually less pronounced, less explicit, and more secret. For those reasons, I translate shu as “craft,” i.e. techne. Cf. Aristotle, Nicomachean Ethics, 1140a15.

[32] “鞅少好刑名之學,” See: Sima Qian (司馬遷), “Biography of Lord Shang (商君列傳).”

[33] This, I envision, can become a philosophical reading of Sima Qian’s Records for a much bigger study.

[34] Voegelin, Order and History Volume Four, 276.

[35] My translation of the following text in original Chinese: “究天人之際,通古今之變,成一家之言。” Sima Qian (司馬遷), “A Reply to Ren Shao-Qing (報任少卿書).”

Alternative translation: “To probe the boundaries of heaven and man and comprehend the changes of past and present, thereby perfecting a tradition for my family.” See: Stephen Durrant, Wai-yee Li, Michael Nylan, and Hans van Ess, The Letter to Ren An and Sima Qian’s Legacy (Seattle: University of Washington Press, 2016), 29.

[36] Pines, “Revising the Laws,” in The Book of Lord Shang, 119.

[37] Ibid., 120-121. Almost verbatim in Sima Qian’s Records.

[38] Ibid., 121. Almost verbatim in Sima Qian’s Records.

[39] Ibid., 122.

[40] My translation of the following text in original Chinese: “治世不一道,便國不法古。” Sima Qian (司馬遷), Records of the Grand Historian, Book 68 (史記 卷六十八). See also: Pines, “The Ideology of the Total State,” in The Book of Lord Shang, 61.

[41] Ibid., 122.

[42] See also Hannah Arendt, “Tradition and the Modern Age,” in Between Past and Future: Eight Exercises in Political Thought (Toronto: Penguin, 1954), 29.

[43] Pines, “The Ideology of the Total State,” in The Book of Lord Shang, 61.

[44] Alexis de Tocqueville, Democracy in America, trans. and ed. Harvey C. Mansfield and Delba Winthrop. (Chicago: University of Chicago Press, 2000), 433-434.

Jin Jin

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Jin Jin is a graduate student at the University of Wisconsin-Madison. He received his B.A. with honors in Political Science from Concordia University in Canada, winning the Renée Vautelet Prize as the most outstanding student in his program. His honors thesis, entitled “The Seas to Rove and the Sea of Roving Men: Self-Awareness in Tocqueville’s Recollections and Fortnight in the Wilderness,” discusses Tocqueville’s self-awareness as a pathway to his thought on human nature.