2020 U.S. Shareholder Activism Review and AnalysisNovember 12, 2020
When the COVID-19 pandemic first reached the United States, some commentators initially predicted that the resulting market volatility would lead to a sharp spike in shareholder activism. Instead, public activism levels have fallen significantly this year, with the number of shareholder activism campaigns in the United States down approximately 30 percent through August of this year compared to the same period in 2019. Despite the decline in overall shareholder activism levels, activists have still been busy this year and there have been a number of high-profile new campaigns.
Sullivan & Cromwell’s 2020 U.S. Shareholder Activism Review analyzes trends in shareholder activism in light of the COVID-19 pandemic, the steady increase in environmental, social and political (ESP) themes in campaigns, and trends occurring around proxy contests and settlement agreements.
Our memo expands on the trends in shareholder activism from the past year in greater detail and includes:
- a review and analysis of activism campaign data;
- an overview of recent developments impacting voting in proxy contests;
- an analysis of key provisions in publicly filed settlement agreements; and
- an overview of other recent legal developments impacting shareholder activism.
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S&C's Corporate Governance Practice
In every area of corporate governance—from ordinary course disclosures and policy matters to extraordinary activist campaigns—S&C’s Corporate Governance Practice offers market-leading expertise honed from decades of experience. In activist situations, our lawyers look beyond a simple defense strategy, and design a holistic approach, providing clients with a “playbook” for success that draws on expertise from across S&C's practice areas. We also partner with clients to respond to shareholder proposals and demands, and regularly work with issuers to craft no-action letters and opposition statements in relation to shareholder proposals.
Meet Our Partners
Melissa Sawyer is the co-head of the Firm's Corporate Governance & Activism Practice and a partner in the Firm's Mergers & Acquisitions Group. Her experience advising companies spans the full range of governance topics, including board structure, board evaluations, director tenure and diversity, directors’ fiduciary duties, disclosure, investor engagement; shareholder proposals; ESG, crisis management, responding to activists and short-sellers, succession planning, and insider trading and other compliance matters. In 2020, Melissa was named “Dealmaker of the Year” by The American Lawyer.
Marc Treviño is the co-head of S&C's Corporate Governance Practice, the managing partner of its Executive Compensation Group, and a founding member of its Financial Institutions 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.
- Marc Treviño and Melissa Sawyer Discuss Activism Trends on The Activist Insight Podcast
- Frank Aquila Serves as Editor of Shareholder Rights and Activism Review
- Corporate Governance Hot Topics Q3
- European M&A and Corporate Governance Hot Topics Update – June 2020
- S&C Critical Insights – Insights on Shareholder Activism
- Frank Aquila and Melissa Sawyer Author Corporate Secretary Article on Activism After the Pandemic
- Krishna Veeraraghavan, Lauren Boehmke and Michael Brown Examine Private Equity and Activism in The M&A Lawyer
- Impact of COVID-19 on Shareholder Activism and Unsolicited Offers: Considerations for U.S. Public Companies