Daily Compliance News: April 24, 2025, The Made in Malaysia Edition
Innovation in Compliance - Key Board Issues Going Forward with Christina Bresani
This Week in FCPA-Episode 77, the Home for the Holidays Edition
Preparing a Company to Deal With Activist Investors
Why Every Day Is Proxy Season for Public Companies
Boards Face Continued Pressure to Pursue Spin-Offs as Investors Seek Corporate Clarity and Value Creation. M&A in the Middle East: AI, Financial Services and Energy Transition Lead the New Wave....more
Shareholder activism in the public real estate investment trust (REIT) sector has accelerated in recent years, with over 100 public campaigns and related engagements launched since 2020. As M&A markets regain momentum and...more
Effective shareholder engagement is a business imperative. Companies that do it well are more likely than others to build investor trust, anticipate investor expectations, protect against activism, and earn support for...more
Public company boards are operating in a tougher environment. Regulators expect more, investors are better organized, and activists have better tools. The old practice of checking an “independent” box once a year and...more
As discussed in more detail in Cooley’s October 10 alert, remarks by Securities and Exchange Commission (SEC) Chairman Paul Atkins suggest that Delaware-incorporated companies may be able to exclude precatory (nonbinding)...more
U.S. activists are increasingly looking to the U.K. for opportunities. What is increasing the appeal of the market? Tom Matthews (TM): Many listed companies in the U.K. and Europe continue to be perceived as undervalued...more
Activist campaigns have become an increasingly common strategy for investors seeking to unlock shareholder value. M&A and other transactional-focused strategies have been a top driver of activist activity, with 45 percent of...more
Stockholders submitted more proposals at Silicon Valley’s 150 largest public companies this year, but those proposals were less successful, according to our analysis of 2025 proxy season results among the SV 150 and the S&P...more
Shareholder activism is widespread among the largest U.S. public companies, with diverse activists pursuing campaigns on issues ranging from governance to policy through shareholder proposals and strategic voting. As...more
Shareholder activism in the banking sector is on the rise in the United States. To date in 2025, there have been 13 activism campaigns against banks, already surpassing the 10 campaigns from 2024. Importantly, 10 of the 13...more
Engaging with shareholders and responding to shareholder activism continue to be top-of-mind for public companies. These situations present opportunities for management teams and boards of directors to work together to...more
In the headlines today, it is common to see announcements about activist campaigns or activists taking equity positions in public companies. Nonetheless, full-scale proxy fights have become relatively rare. Most public...more
Activism didn’t pause in 2025 – it evolved. Campaign counts are up, tactics have multiplied, and boards are settling faster and earlier. As Goldman Sachs’ Neil Rudisill put it on Cooley’s Market Talks panel, “We’re on...more
In this program, our panelists will provide a comprehensive examination of recent SEC developments that shape—and the practical considerations that inform—the preparation of public companies’ annual reports and annual...more
In our previous client alert, Occasional Activists: Shaping Corporate Governance in 2024, we discussed the trend through H1 2024 of increased “occasional activism”—shareholder activism by investors who are not dedicated...more
During each annual proxy “season,” companies receive and respond to shareholder proposals and often attempt to exclude these proposals from their proxy statements through no-action requests submitted to the U.S. Securities...more
New Section 21.373 of the Texas Business Organizations Code (“TBOC”) went into effect on September 1, 2025, providing certain publicly traded corporations with a powerful new tool to limit the ability to submit shareholder...more
Withhold campaigns are not new. However, according to Diligent Market Intelligence, 33 distinct activist withhold campaigns took place in the 12 months ended June 30, 2025, up from 23 in the same period of 2023–24 and 24...more
In this issue of our newsletter, we explain why activist investors are increasingly pressing “Vote No” campaigns, how they work and what companies can do to prevent them from gaining traction. We also take a deep dive into...more
With increasing competition among states to create the most business-friendly corporate legal ecosystem in the United States, private equity funds across the country are reevaluating the state of incorporation for their...more
Public company in-house counsel will learn key ways to stay compliant with the SEC's ever-changing reporting requirements in this complimentary webinar featuring two leading capital markets and securities attorneys, the first...more
In this recent podcast, Trends and takeaways from the 2025 proxy season, KPMG Board Leadership Center (BLC) Senior Advisor Stephen Brown and Freshfields Partner Pamela Marcogliese discuss shareholder proposal trends and...more
Proxy voting trends and outcomes, shareholder engagement, activism, and lessons for boards. KPMG Board Leadership Center Senior Advisor Stephen Brown and Freshfields Partner Pamela Marcogliese share their takeaways for...more
The Missouri Attorney-General, Republican Andrew Bailey, recently announced an investigation into the two principal proxy advisory firms for potential violations of Missouri law “related to their promotion of radical...more
On June 30, 2025, the Supreme Court granted certiorari in FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd., agreeing to resolve a circuit split over whether private parties have an implied right of action to...more