Shareholder activism and securities regulation in India: A comparative study of SEBI, the SEC, and the FCA

Abstract

Shareholder activism has become a central mechanism of corporate governance, yet the regulatory frameworks that enable it vary sharply across jurisdictions. This article examines the regulatory architecture governing shareholder activism in India and evaluates it against two mature securities market regulators, the United States Securities and Exchange Commission (SEC) and the United Kingdom Financial Conduct Authority (FCA). Using a doctrinal, black letter method grounded in legislation, regulatory guidelines, case law, and peer reviewed literature, the study compares regulatory design, enforcement culture, and institutional engagement across the three jurisdictions. It finds that shareholder activism in India remains at an early, largely reactive stage of development, constrained by concentrated promoter ownership, limited retail investor awareness, procedural delay, and comparatively weak enforcement relative to the SEC's enforcement driven model and the FCA's stewardship based model. Reforms under the Companies Act, 2013 and successive regulations of the Securities and Exchange Board of India (SEBI) have nonetheless measurably improved disclosure, e voting, minority protection, and institutional engagement. Because existing scholarship on shareholder activism concentrates heavily on advanced markets, this article contributes a structured three way comparison of SEBI, the SEC, and the FCA specifically oriented toward activism, and proposes India specific reforms that selectively draw on both enforcement based and stewardship based regulatory traditions.