Under the current context of (re)concentrated ownershp, institutional shareholders are expected to play a more active role in coporate settings bp making managers more accountable and urging them to favor a longterm viex of business prospects. Calls from institutional investors for engagement with boards of directors have grown and private dialogue th indiidual directors is now an important instrument of institutional investor actidsm. In spite of this favorable trend, director-shareholder dialogue is stillproblematic. Pubhc disclosure and insider trading rules set legal constraints on board-shareholder engagement. However, the reach of these constraints should not be overstated, as thep do not appear to ban outrght allprivate dialogue between directors and shareholders. In this regard, recommendations within corporate governance and stewardshj codes, and from practitioners, have played a major role in developing a practicalframework for director-shareholder dialogue that seeks to prevent the violation of insider trading andpubic disclosure rules, and to make dialogue more effective. Against this backdrop, this article villprovide a comparative transatlantic overviev of recent developments in the area of director-institutional shareholder dialogue in the United States and in Europe with the aim of assessing the effective reach of legal constraints on board-shareholder dialogue under current legislation, and considering some practical solutions offered by corporateg overnance and stewardsht codes that couldfaciitate board-shareholder engagement and enhance its effectiveness.