2022 U.S Shareholder Activism and Activist Settlement Agreements Review

December 8, 2022

S&C’s 2022 Shareholder Activism and Activist Settlement Agreements Review analyzes trends in shareholder activism from the past year. Key themes include:

Aided by record-breaking Q1 activity, overall activism activity in 2022 has returned to pre-pandemic levels despite continued macroeconomic uncertainty and market volatility.
Activist focus areas have shifted in response to underlying market conditions and stakeholder expectations, leading to an increase in campaigns targeting corporate strategies and operations, management changes and environmental, social and governance (ESG) issues.
Companies have demonstrated their willingness to defend against activist campaigns, resulting in an uptick in the adoption of rights plans and a decrease in the board seats obtained by activists.
Companies and activists also reached fewer settlements and took longer to do so than in prior years.
Looking ahead to 2023, continued macroeconomic uncertainty, the universal proxy rules and other regulatory changes are expected to impact activism campaigns and companies’ responses to them.

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S&C’s Corporate Governance Practice

Sullivan & Cromwell offers clients a deep understanding of corporate governance requirements, practices and trends. In every area of corporate governance—from normal disclosures and policy matters to extraordinary activist campaigns—our Corporate Governance practice offers market-leading expertise honed from decades of experience.

Meet Our Lawyers:

Lauren Boehmke is a partner in S&C’s General Practice Group. She advises clients on a broad range of corporate and transactional matters, including public and private M&A, corporate governance, activism and takeover defense, and other public company advisory matters.

Melissa Sawyer is S&C’s Global Head of M&A and co-head of the Firm's Corporate Governance practice. She regularly advises clients on governance, activism and takeover defense matters spanning multiple industries, including consumer and retail, TMT, technology industrials and life sciences.

Marc Treviño is the co-head of S&C's Corporate Governance practice and managing partner of its Executive Compensation group. Marc is a recognized leader in structuring and counseling senior executives and boards in significant matters involving reputation, overlapping regulatory regimes, fiduciary conflicts and multiple jurisdictions, with a particular emphasis on matters involving financial institutions.

Susan Lindsay is an associate in S&C’s General Practice Group. She advises clients on a broad range of corporate governance, activism and takeover defense matters, in addition to a variety of merger and acquisition transactions.

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