Quack Corporate Governance as Good Medicine – the Fruitful Incursion of Securities Regulation on China’s Corporate Governance Regime Nico Howson Abstract: At least since the passage of Sarbanes-Oxley (SOX), U.S. academic observers have lamented the incursion of U.S. federal securities regulation into the realm of U.S. state corporate law and governance. Since the very inception of its "corporatization" project in the 1980s and the creation of public capital markets starting in the 1990s, the People's Republic of China (PRC) has seen the same kind of incursions, only far more robustly than anything observed in the Americas, Europe or developed Asian economies. Indeed, it may be asserted that the wellspring of modern corporate governance in contemporary China is the innovative rule-making and enforcement practice of the China Securities Regulatory Commission (CSRC) and the Shanghai and Shenzhen stock exchanges, not the nation's unitary corporate law or the national judiciary attempting to interpret or enforce those often deficient "legal" norms. This paper will focus on the specifically Chinese phenomenon seen over the past two decades, and analyze it as a fruitful and benign legal/regulatory "gap-filling" function in the corporate governance sphere -- made necessary given the PRC's political economy, the participants in Chinese capital markets, broader governance traditions, and the ongoing development of that nation's explicitly "legal" institutions. That analysis will in turn give rise to certain negative implications about the design and establishment of corporate governance structures in non-PRC jurisdictions, and the legal and institutional difference existing there.