This paper investigates the development of corporate governance regulations in emerging economies, using the case of Bangladesh. In particular, the paper considers three issues: What type of corporate governance model may be suitable for an emerging economy such as Bangladesh? What type of model has Bangladesh adopted in reality? and What has prompted such adoption? By analysing the corporate environment and corporate governance regulations, the paper finds that, like many other developing nations, Bangladesh has also adopted the Anglo-American shareholder model of corporate governance. Analysis of behaviours of principal actors in the Bangladeshi corporate governance scenario, using new institutionalism as a theoretical foundation, then reveals that such adoption may be prompted by exposure to legitimacy threats rather than efficiency reasons.