4/30/2025
The Evolving Face of Corporate Activism
Nasdaq (04/30/25)
In 2024, the number of activists and activist campaigns rose to their highest levels since 2018. Amid an evolving landscape, boards and management are wise to prepare in advance – strategically and tactically – for a possible activist campaign. Information, communication, awareness, and strategy are key. To explore emerging trends in corporate activism, the Nasdaq Center for Board Excellence recently hosted a webinar, The Evolving Face of Corporate Activism. Panelists, Derek Zaba, Partner at Sidley, Pamela Codo-Lotti, Global Chief Operating Officer of Activism and Shareholder Advisory at Goldman Sachs, Tyson McCabe, Head of Americas Advisory at Nasdaq, reflected on the landscape and offered guidance and recommendations for boards. Citing Nasdaq’s latest report, Shareholder Activism: 2024 Year in Review, McCabe noted several key findings regarding activism campaign targets. Key takeaways from the 2024 activism landscape include: Activism remains a persistent feature of the corporate landscape with campaigns at an all-time high; M&A related demands, such as selling the company, spin-offs, and asset sales, are increasingly common; and Small and mid cap companies remain the most engaged by activists, but campaigns against large and mega cap companies are increasing. Codo-Lotti echoed Nasdaq’s findings, sharing large and mega cap companies are becoming prime targets of activists who need to deploy more capital at a very fast rate and expand their toolkits. While the issues driving activist activity tend to cycle up and down, some remain fairly consistent, including CEO performance, strategy, financial outcomes, and governance (specifically, the board). Today, new activists continue to emerge, extending a trend that began about 10 years ago. Among the webinar attendees who participated in a poll, 48% indicated their company has experienced a scenario with shareholder activism, and 11% indicated they are currently in an activism situation. “Engaging means different things,” explained Codo-Lotti. “It depends on who the activist is, what their stake is, and the tone of their demands.” She advised that, depending on the situation, engagement could be staged, starting with the company’s Investor Relations Officer, and subsequently involving the CFO, CEO, and potentially the board. This staged approach allows the company to gather more information and to prepare the executive leadership team for further conversation. When a company is approached privately by an activist, engaging privately is often the best strategy, concurred Codo-Lotti and Zaba. The goal of a private engagement is to understand the activist’s thesis, end goal, and next steps or intentions, and ultimately to find common ground and achieve a peaceful resolution, if one is possible. Zaba also emphasized the need to be well-prepared for non-private approaches made by activists. If approached publicly and aggressively by an activist, there is no time for the company to prepare, which is unlike the more common situation where the activist first approaches a company privately. To be prepared, it is important for boards to have a decision-making process in place, know who their internal and external advisors are, and have a set of communications materials ready to go. If not, Zaba warned, companies may make disastrous decisions that could haunt them for the duration of the campaign. Whether approached publicly or privately, boards must be unified and willing to commit to their position. Ahead of any challenge, boards should take the time to understand and discuss the company’s vulnerabilities and how teams are preparing, as well as engage in scenario planning such as simulations and tabletop exercises. To better prepare for an activist campaign, panelists emphasized the importance of taking proactive steps and adopting a “be your own activist” approach. Codo-Lotti noted that she often spends just as much time helping prepare her clients as she does defending them. She focuses on fundamental and tactical actions essential to an effective strategy: Fundamental actions begin with “being your own activist and looking very objectively at your company’s business performance relative to peers and history.” Codo-Lotti further advises her clients to conduct a portfolio review to evaluate assets and possible divestitures, review the board’s skills to identify any gaps, and proactively examine the alignment of incentives between management and shareholders. Tactical actions are focused on understanding exactly how the company will respond should an activist letter arrive tomorrow. Two elements of the tactical strategy include, employing a “break the glass plan” to develop a set of protocols that clearly lay out the ‘what,’ ‘how,’ and ‘who’ related to the company’s response, as well as understanding the company’s shareholder base and monitoring any accumulation of shares that might signal potential activist activity. Zaba also noted that tabletop exercises can be an effective tool to help boards think through and talk about issues and situations ahead of time – and a facilitator can help guide the discussion about how they would react to and handle various activist situations. Boards should take the time to hear from management and advisors about the company’s vulnerabilities and what steps are in place to prepare. Annual meetings dedicated to this proactive exercise are useful because they help to confirm board unity and provide an opportunity to discuss any potential disagreements among board members. Companies – and their boards – are challenged to be on alert for potential activist activity and other vulnerabilities. Codo-Lotti noted that companies are beginning to engage with executive teams and department heads in simulations to make sure that everyone knows how activism fits into the broader value-driven structure. McCabe also recommended that companies engage a surveillance or stock watch firm to look for telltale signs (e.g., a facilitated derivative acquires a large amount of lending, material broker dealer filings suggest a broker may be acting on behalf of an activist or hedge fund, etc.).
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