Abstract

The changing face of corporate governance across the world has been impacted by the growing importance of institutional investors in capital markets. Such organizations, which include mutual funds, pension funds, insurance companies, and hedge funds, own large chunks of shares in corporations and, therefore, have considerable power over corporates. This study addresses the role of institutional investors in developing the corporate governance system in India and the United States, two jurisdictions with differing but mutually reinforcing regulating approaches. India has certainly gone through a legislative cataclysm with the Companies Act, 2013, and the stewardship principles of SEBI, while the USA possesses a more developed governance system under the Sarbanes Oxley Act 2002, Dodd Frank Act 2010, and widespread shareholder activism. This paper views to assist in understanding the problem, the study uses comparative research to describe the most important similarities and differences regarding the systems of regulations, rights of shareholders, obligations of stewardship, and mechanisms of enforcement. The analysis shows that both countries accept in principle institutional investors have a role in improving governance, but the legal systems in those countries differ greatly in their level of responsiveness, activism, and openness. The recommendation presented seeks from USA best practices and contextual relevance suggest practical steps to bolster the legal and regulatory framework in India. This is one more effort in the policy debate concerning corporate governance and the protection of investors.

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