Review of 2022 U.S. Shareholder Activism and a Look Ahead

Published: Jan. 5, 2023, 8:16 p.m.

b'In this episode of S&C\\u2019s\\xa0Critical Insights, Melissa Sawyer, Lauren Boehmke and Susan Lindsay analyze trends and developments in shareholder activism and activist settlement agreements over the past year. They also highlight a few factors that are likely to shape activism throughout 2023.\\n\\xa0\\nAmong the topics discussed, the group examined the record-breaking activist campaign activity in the first quarter of 2022, which persisted despite the continued market volatility and macroeconomic uncertainty that dampened activity levels in 2020 and 2021. Additionally, they explored how the nature of campaigns shifted in 2022, with a greater focus on corporate strategies and operations and a reduced focus on capital allocation and M&A.\\n\\xa0\\nCompanies have shown greater resistance to activist demands, they noted, by adopting shareholder rights plans and settling with activists more slowly. This led to decreased success in activists obtaining board seats compared to recent years.\\n\\xa0\\nThey explained that shareholder activism activity in 2023 is expected to be impacted by a variety of factors, including new and proposed policies for institutional investors, new universal proxy rules, the DOJ\\u2019s enhanced scrutiny of interlocking directorates under Section 8 of the Clayton Act, upcoming implementation of the Inflation Reduction Act and the potential adoption of the SEC\\u2019s proposed rules on share buybacks and amendments to Schedule 13D.\\nFor more information about this topic, read S&C\\u2019s review of 2022 U.S. Shareholder Activism and Activist Settlement Agreements.'