Activism in 2025 and Beyond: Universal Proxy, Litigation Leverage and a New Playbook for Preparedness
Summary
Activism in 2025 has evolved rather than paused: campaigns are up, tactics have proliferated, and boards are settling earlier. Universal proxy changed voting mechanics but hasn’t unleashed a flood of proxy fights; instead it nudges parties toward settlements and partial board refreshes. Low-cost “withhold” campaigns have emerged as an especially effective PR and governance lever. Litigation over advance notice bylaws is now a core strategic battleground — courts reward clear governance and process, but procedural missteps or inequitable actions can reopen doors for activists. New and occasional activists are more prominent, and M&A-focused demands are resurging as markets and sponsor appetite recover.
Cooley’s practitioners set out a practical preparedness playbook: run an activist’s playbook on yourself, maintain a director pipeline, keep a poison pill ready, centralise board communications, modernise PR and digital engagement, run tabletop exercises, and prioritise early, disciplined engagement that preserves substance over gamesmanship.
Key Points
- Campaign counts rose in 2025 with an 11% year-over-year increase through late summer; velocity concentrated in Q1/Q3 due to market volatility.
- Universal proxy altered voting mechanics (mix-and-match voting) but hasn’t led to a surge in proxy contests; settlements before a public fight have increased.
- Withhold (“vote no”) campaigns are a low-cost, high-impact tactic that can force resignations or create governance crises even without a competing slate.
- Advance notice bylaw litigation is a key leverage point: courts dismiss unripe challenges but will unwind procedural gamesmanship that is inequitable.
- More first-time and occasional activists make threat detection harder; M&A and breakup themes are re-emerging, particularly in mid-market tech.
- Settlements increasingly add highly qualified independent directors and create committees rather than handing full control to activists.
- Swarming (multiple funds acting in parallel) amplifies pressure and makes negotiated outcomes more likely than full-ballot takeovers.
- Preparedness steps: quarterly activist-style reviews, proactive board refresh, poison pill ready-to-adopt, centralised communications, modern PR/digital strategy, and frequent tabletop exercises.
Context and Relevance
This piece is aimed squarely at boards, management teams, general counsel, investor relations and advisers. It captures how structural rule changes (universal proxy), tactical shifts (withhold campaigns, swarming) and litigation trends shape activist outcomes. For organisations preparing for 2026, the article translates market signals into concrete governance and engagement actions that reduce surprise and preserve strategic optionality.
Author note (style)
Punchy: this is essential reading if you advise or sit on a board. The authors don’t just describe trends — they prescribe clear, operational steps to avoid reactive, last-minute defence. Read the detail if you want to move from ‘we’ll react if it happens’ to ‘we’re ready on a clear day.’
Why should I read this?
Short version: if you’re on a board, run investor relations, or lead legal/communications functions, this article saves you time by translating messy market noise into a practical checklist. It tells you what will actually bite you in 2026 (withhold campaigns, bylaw fights, and M&A activism) and what to fix now so you’re not scrambling when pressure arrives.
Practical takeaways
Run activist-style reviews quarterly; build and refresh a director pipeline; keep a rights plan ready to adopt quickly; centralise and document board communications; modernise digital and retail shareholder outreach; and rehearse responses with tabletop exercises that include ISS/Glass Lewis scenarios.
