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The purpose of this paper is to summarize the significant responses of the staff of the SEC to 16 frequently asked questions (FAQs) which supplement prior guidance on Rule 15a‐6 under the Securities Exchange Act of 1934.

The paper lists Rule 15a‐6 activities, refers to prior guidance on the rule, and summarizes the following issues, among others, covered in the FAQs: transactions between a foreign broker‐dealer and a person temporarily in the USA, distribution by a foreign broker‐dealer of research reports to major US institutional investors, activities of foreign broker‐dealers taken with unaffiliated registered broker‐dealers, boundaries to the definition of “solicitation” by a foreign broker‐dealer of a US investor, and minimum net capital requirements for a registered broker‐dealer in a chaperoning arrangement with a foreign broker‐dealer.

This guidance does not break new ground and may be supplemented in the future. An amendment of Rule 15a‐6 is still necessary to address its fundamental limitations.

The paper provides practical explanation by experienced financial services lawyers.

The purpose of this article is to analyze and draw conclusions from recent SEC staff proposals and commissioners' comments and a recent roundtable discussion concerning access to foreign exchanges and broker‐dealers by US investors.

The paper summarizes a proposal by Erik Sirri, Director of the SEC Division of Market Regulation; a proposal by Ethiopis Tafara and Robert J. Peterson, respectively, the Director of the SEC Office of International Affairs and its Senior Counsel; and comments in speeches by Commissioners Roel Campos, Paul Atkins, and Annette Nazareth; and draws conclusions regarding the SEC's current efforts to develop and articulate a strategic approach to mutual recognition.

As the securities market becomes globalized, there is a growing interest among US investors for foreign securities and for more direct access to foreign broker‐dealers and exchanges. The SEC is determined to remain in the forefront among US government agencies on securities exchange mutual recognition issues, and therefore is pursuing an accelerated agenda to address these issues. The SEC sees its role as not only to function as a bulwark for the protection of US investors but also to take constructive, affirmative steps that serve to strengthen the US capital markets. While the SEC has historically been an advocate for the global convergence of national regulatory standards, it is now considering proposals for a country‐by‐country bilateral approach based upon cooperation among regulators with substantively comparable regulatory regimes.

This paper presents a useful analysis of the direction the SEC is likely to take on the mutual recognition issue by an experienced securities lawyer.

This study aims to investigate how a French multinational enterprise (MNE) is developing employee stock ownership (ESO) in its subsidiaries in Peru and Mexico, both Latin American countries with deep social and economic inequalities.

This is a qualitative case study which conducted interviews with representatives of the French MNE and its subsidiaries in Peru and Mexico.

The employee stock purchase plans offered by the company to its employees support the achievement of the sustainable development goals (SDGs) 1, 8 and 10 in these countries.

The authors argue that MNEs could become flagships in the SDG achievement in emerging economies.

By contributing to better workplace outcomes and enhanced corporate performance, ESO is in line with SDG 8. ESO also fulfills SDGs 1 and 10 by allowing employees to build up savings and wealth, whose lack is the main source of inequality and poverty. Reciprocity and binary economics theories explain these relationships.

This paper aims to review empirical research on the relationship between institutional ownership (IO) and board governance (85 studies).

Based on agency and upper echelons theory, the heterogeneous monitoring function of specific types and the nature of institutional investors on board composition, compensation and chief executive officer (CEO) characteristics will be focused.

The author found that most studies have referred to archival studies, analyzed the impact of board governance on IO, focused on CEO characteristics, neglected IO heterogeneity and advanced regression models to address endogeneity concerns. In line with the theoretical framework, the relationship between total IO and board governance is heterogeneous. However, specific types such as foreign, dedicated and pressure-resistant institutions represent active monitoring tools and push for increased board governance.

The author provided useful recommendations for future research from a content and methodological perspective, e.g. the need for analyzing the impact of IO on sustainable board governance and other characteristics of top management team members, e.g. the chief financial officer.

As many regulatory bodies implemented regulations to promote shareholder rights and board governance, this literature review highlights the connections of both corporate governance mechanisms. Managers should conduct a careful and timely investor analysis and change the composition and compensation of the board of directors in line with institutional investors’ preferences.

This analysis makes useful contributions to prior research by focusing on IO and board governance, whereas the author structured the heterogeneous variables and results within the structured literature review. The authors guides researchers, regulatory bodies and business practice in this corporate governance topic.

Building on the institutional theory perspective on corporate governance change and based on interviews with investor relations (IR) managers in large Japanese companies, this study aims to examine Japanese IR managers’ perceptions of the influence of foreign shareholders on Japan’s corporate governance reform and stakeholder-based system. The paper examines tensions, conflicts and collaborations among different stakeholders involved in corporate governance changes in Japan, especially in the areas of firm ownership, employment relations and boards of directors. The paper explains why convergence does not happen in some large Japanese companies by investigating Japanese managers’ responses to and perceptions of foreign shareholders in multiple corporate contexts.

The author conducted in-depth interviews with ten IR managers at large, listed Japanese companies in Kyoto and Tokyo and two managers at foreign investment banks in Tokyo, between 2018 and 2021.

This paper explores five themes that emerged from my interviews: Chief executive officers’ (CEOs’) mixed perceptions of foreign investors, the effectiveness of CEO compensation and outside directors, managers’ reluctance to accept stock price-driven business strategies, foreign investors’ engagement vs investments in index funds and gender patterns, including the effectiveness of token female outside directors. The Japanese companies the author looked at incorporated foreign shareholders as consultants and adopted a few major shareholder-based customs, such as CEOs communicating with investors, having outside directors, increasing CEO compensation and slimming down unprofitable parts of the business via restructuring and downsizing. Simultaneously, they resisted a few major shareholder-based practices. Foreign shareholders’ pressure revealed tensions and contradictions between the Japanese stakeholder system and shareholder primacy-based customs.

This paper is one of the few qualitative studies that explores Japanese IR managers’ responses to and perceptions of foreign shareholders in corporate governance reform, with a particular focus on ownership, employment relations and board members. This paper provides examples of tension, conflict and cooperation between Japanese managers and foreign investors, as seen through the eyes of Japanese IR managers. Examining changes in Japan’s stakeholder-based system of corporate governance reform enables us to better understand the processes by which, with vigorous pressure from government and foreign shareholders, a non-western country like Japan may adopt shareholder-based customs and how such a change may also lead to institutional changes.

Purpose – Study the firm-level and country-level determinants of US institutional investors' holdings in American Depositary Receipts (ADRs) from emerging markets.

Methodology/approach – We use a sample of 112 firms from emerging markets that listed as ADRs between 1990 and 2005. Rather than adopting the issuer's perspective, we take in this study the point of view of the investor and we focus on the US institutional investors' participation in ADR firms.

Findings – We find that institutional investors hold higher stakes in foreign firms that are listed on more restrictive exchanges, in large, privatized, more liquid, and more transparent firms. Mutual investors and other institutional investors also prefer firms from countries with weaker institutional environments and from civil law legal tradition. Controlling for country-level determinants increases significantly the explanatory power of the model.

Social implications – Our results have important implications for firms from emerging markets seeking to attract foreign institutional investors.

Originality/value of the chapter – We focus on the motivations of investors when they choose to invest in the ADR, rather than on the ADR issuer motivation. In addition, we consider all types of institutional investors that acquire a participation in an ADR firm.

COVID-19 has had a significant global impact at many levels, including an impact on global real estate capital flows. This paper examines the impact of COVID-19 on global real estate capital flows over 2019–2022 to clearly articulate the extent of this impact on global real estate capital flows across regions, countries, major cities, real estate sub-sectors and by major real estate investors. Drivers of these global real estate capital flow changes are also identified. The strategic real estate investment implications of this impact are highlighted, as well as the implications going forward concerning the global real estate strategies for the real estate portfolios held by institutional investors.

To assess the impact of COVID-19, the Real Capital Analytics (RCA) database of global real estate transactions over 2019–2022 is used to drill-out critical details on commercial real estate transactions to explore specific trends in global real estate capital flows in this period of the COVID-19 crisis. This includes real estate capital flows to specific regions, countries, cities, real estate sub-sectors as well as the role of major real estate investors.

The impact of COVID-19 is clearly shown with the major decline in global real estate capital flows in 2020, with a strong recovery in 2021. Reduced levels of real estate capital flows in 2022 reflect different risk dynamics, where 2022 has seen investors move on from the COVID-19 environment. In 2022, the risk of COVID-19 for real estate has been replaced by global real estate risk factors such as inflation concerns, geopolitical tensions, economic growth concerns, increased cost of debt issues and supply chain issues. This sees COVID-19 now rated as only the 6th most important risk factor in real estate investment decision-making for real estate investors in the Americas, Europe, Middle East and Africa (EMEA) and Asia–Pacific.

This research has clearly shown the extent of the impact of COVID-19 on global real estate capital flows, as well as identifying the drivers of these real estate capital flow changes. It highlights that real estate investors have moved on and are now prioritising new risk factors ahead of COVID-19 risk. These critical risk factors reflect more recent financial, economic and geopolitical issues, which are key issues in real estate investment decision-making going forward. Investors need to structure these new risk factors into their real estate investment decision-making for the ongoing management of their domestic and international real estate portfolios.

This paper is the first published empirical research analysis of global real estate capital flows during the COVID-19 crisis. This research provides major insights on real estate investment decision-making during this crisis and the strategic changes seen in acquiring real estate portfolios in response to this major global crisis. The change in real estate risk priorities in 2022 as real estate investors move on from the COVID-19 environment is also identified and is clearly reflected in the 2022 global real estate capital flows.

Residential Real Estate Investment Trusts in Japan (residential J-REITs) have become an increasingly significant listed property sector recently. The purpose of this paper is to assess the effectiveness of residential J-REITs in a mixed-asset portfolio context in Japan by assessing the significance, risk-adjusted performance and portfolio diversification benefits of residential J-REITs over July 2006–August 2018. The ongoing property investment implications for residential J-REITs are also identified.

Using monthly total returns, the risk-adjusted performance and portfolio diversification benefits for residential J-REITs over July 2006–August 2018 are assessed. An asset allocation diagram is employed to assess the role of residential J-REITs in a mixed-asset portfolio context in Japan.

Residential J-REITs generally delivered superior risk-adjusted returns compared with the other sub-sector J-REITs, stocks and bonds in Japan over July 2006–August 2018, with desirable portfolio diversification benefits in the full mixed-asset portfolio context. Importantly,residential J-REITs are observed as strongly contributing to the mixed-asset portfolio context in Japan across the portfolio risk spectrum, particularly in a post-GFC context. This also reflects that residential J-REITs provide high portfolio returns and strong portfolio diversification benefits in a mixed-asset portfolio context in Japan.

Residential J-REITs are effective and liquid residential property investment exposure in Japan. The results highlight the strong risk-adjusted performance of residential J-REITs in Japan’s mixed-asset portfolio context. This suggests institutional investors, particularly Japan institutional investors, should consider including residential J-REITs in their mixed-asset portfolios, as residential J-REITs are seen as a compelling investment product co-existing alongside the other sub-sector REITs and major asset classes in institutional investor portfolios in the context of Japan. This also confirms the effectiveness of institutionalised residential J-REITs. Given the solid residential property market fundamentals in Japan, an increased level of the institutionalisation of residential J-REITs can be expected.

The study is the first study to assess the effectiveness of residential J-REITs, via assessing the significance, risk-adjusted performance and portfolio diversification benefits of residential J-REITs and their role in a mixed-asset portfolio context in Japan. This research enables more informed and practical property investment decision making regarding the value-added and strategic role of residential J-REITs as effective and liquid residential property investment exposure in Japan, as well as an increasingly institutionalised property sector going forward.

Aim of the present monograph is the economic analysis of the role of MNEs regarding globalisation and digital economy and in parallel there is a reference and examination of some legal aspects concerning MNEs, cyberspace and e‐commerce as the means of expression of the digital economy. The whole effort of the author is focused on the examination of various aspects of MNEs and their impact upon globalisation and vice versa and how and if we are moving towards a global digital economy.