June 16, 2026

Shareholder Activism: Campaigns Up, Strategy & Operations Drawing Fire

Ben Franklin said only two things were certain in life – death and taxes – but it sure seems like shareholder activists also find a way to persist no matter the conditions. According to this Barclays update, the number of shareholder activist campaigns increased in Q1 this year compared to 2025 – at least in the US. This mid-year update from Olshan identifies the key drivers so far this year. Here’s the intro:

A strong 2025 for shareholder activism has carried forward into the first half of 2026, with a variety of significant activist engagements and campaigns this proxy season. Activist campaigns have largely focused on operational, strategic, capital allocation, and governance-related improvements, with new activity in the M&A and IPO markets expected to impact activist demands and the corporate governance landscape overall.

Settlement agreements remain a key means for activists to change the composition of boards of directors, and C-suite turnover prior to and following campaigns reinforces the importance of succession planning and accountability in the boardroom. The evolving regulatory environment, geopolitical uncertainty, and a shift in institutional investor engagement have also impacted this proxy season, with the growing importance of AI also playing a significant role.

Many of us are pondering what types of trade-offs companies may face if the SEC moves to a more principles-based disclosure framework. The Olshan team offers these thoughts:

The evolving regulatory landscape continues to impact companies and activists this proxy season. Following last year’s 13G/13D guidance affecting engagement between companies and investors, the SEC is proposing a number of significant rule changes in an effort to encourage companies to become and remain public, as part of its “Make IPOs Great Again” agenda. These include proposed changes to securities offering disclosure rules and a proposed rule to give public companies the option to file periodic reports on a semiannual rather than quarterly basis. If semiannual reporting becomes available as an alternative, we expect that many companies will continue to report on a quarterly basis (at least initially) or find other avenues for providing investors with material financial information, and those that do not will likely face criticism for lack of transparency, and potentially see negative implications in director elections. If the financial information flowing to investors changes, investors will need to adapt their approaches to monitoring and engaging with companies. We do not expect that would significantly affect the volume of activist activity, but it may have an impact on the timing and cadence of campaigns, and lead to changes in governance best practices promoted by institutional investors and proxy advisors.

The SEC has also proposed rule changes that would make significantly more public companies qualify for exemptions from mandatory “say-on-pay” votes, pay-versus-performance disclosures, and auditor attestations of internal controls over financial reporting. If adopted, these changes would similarly decrease the information investors have available and eliminate certain compensation-related data points that activists have historically used to help identify potential targets, gauge investor sentiment and support their campaigns. For most proxy campaigns involving seasoned activists, however, executive compensation is just one of the multitude of issues that activists can point to while making their case for change, with concerns surrounding performance, strategy, operations, capital allocation and governance remaining at the forefront.

Liz Dunshee

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