2024 Year End Activism Review

Shareholder activism surged to new heights in 2024 as global markets and geopolitical dynamics continued to evolve. The number of activist campaigns at companies with market capitalizations greater than $500 million increased, making 2024 the most active year since 2018.[1] The record number of companies targeted by first-time activists emerged as a notable trend, which we expect will continue throughout 2025.

The momentum from 2024 quickly carried into the new year, with high-impact campaigns increasing by more than 25% globally and 30% in the U.S. for the first two months of 2025 as compared to the same period in 2024.[2] Additionally, as of March 1, 2025, 76 companies worldwide have been publicly subjected to a governance demand, compared to 62 during the same period last year.[3]

Several influential campaigns took center stage in the U.S. during 2024, including Elliott Management’s campaign at Southwest Airlines and Trian Partners’ engagement with The Walt Disney Company. At Southwest Airlines, Elliott launched a special meeting campaign that resulted in the resignation of nearly half of the airline’s board, including the early retirement of its executive chairman, and the appointment of five Elliott-endorsed nominees. Meanwhile, although Trian Partners did not prevail in its proxy contest at Disney, its campaign underscored how shareholder activism can still influence corporate decision-making in significant ways, even at the world’s largest companies. The U.S. secured its position as the primary battleground for shareholder activism in 2024, as 60% of all activist campaigns targeted U.S.-based companies, up from 56% the previous year.[4]

Japan proved to be the second-busiest market for activist investing in 2024, with new campaigns increasing nearly 50% from the previous year.[5] Japan has emerged as a bustling hub for shareholder activism in the APAC region, with funds such as Strategic Capital, Dalton Investments and Oasis Management leveraging the country’s increasing openness to activist engagement. Other well-known activists have been evaluating opportunities in the region, and Japan is already seeing a full pipeline of potential M&A activism, including Artisan Partners’ campaign focusing on the handling of Tokyo-based Seven & i Holdings’ engagement with an unsolicited bidder.

Canada led the way in proxy fight victories at the largest companies, accounting for over 50% of the board seats won globally in 2024, including the full board replacements at Gildan (eight seats) and Dye & Durham (seven seats).[6] These proxy contests marked key victories for the Olshan-advised activists and underscores the influence and effectiveness of strategic shareholder engagement.

Europe remains an evolving landscape for shareholder activism. While there was a temporary decline in activist campaigns, U.S.-based funds—including Browning West, Trian Partners, Sachem Head and Oaktree Capital—are actively identifying opportunities across the continent. The recent slowdown suggests an adjustment period, with signs pointing toward renewed activist activity in the region.

The early months of the 2025 proxy season have already seen new guidance from the SEC directly relating to shareholder activism. In February, the staff of the SEC issued new Compliance and Disclosure Interpretation (C&DI) Question 103.12, addressing how an investor’s engagement with a company could impact its status as a 13G/13D filer. The guidance clarifies that any investor who “discusses with management its views on a particular topic and how its views may inform its voting decisions” without crossing the line of “exert[ing] pressure on management to implement specific measures or changes to a policy,” should generally not be disqualified from reporting on a Schedule 13G.

Institutional investors BlackRock and Vanguard temporarily paused stewardship meetings with portfolio companies in order to evaluate the potential implications of this guidance on their status as 13G filers. Engagement meetings have since resumed, but BlackRock and Vanguard are expected to alter their methods of communication in order to align with this new guidance, at the very least by beginning each meeting with a disclaimer clearly conveying their passive investment posture. While some practitioners may view this new guidance as a small win for companies in their quest for more robust disclosure on Schedule 13D, we believe it’s more likely to negatively impact the flow of information from institutional investors, which in turn may lead to uncertainty and ill-informed decision making by companies and their advisors.

The universal proxy rules continued to influence corporate governance dynamics in 2024. Some companies sought to leverage these rules as a basis for implementing certain “second-generation” bylaw amendments to restrict director nominations. However, the Delaware Supreme Court’s July 2024 ruling in Kellner v. AIM Immunotech Inc. is helping to curb this approach. Kellner struck down certain advance notice bylaws requiring extremely broad disclosures that the Court found were adopted for an improper purpose—namely, “to thwart [the] proxy contest and maintain control.” We expect activists to continue to challenge the enforceability of similarly worded “second-generation” bylaws.

CEO turnover due to activist pressure reached record levels in 2024, with departures at U.S. companies nearly tripling compared to previous years.[7] This trend converged with the increasing focus on operational and strategic activism during this same period. Looking ahead in 2025, the recent campaign launched by Ancora at U.S. Steel, which features a call to replace the CEO, suggests this trend may continue. Recall that Ancora was ultimately successful at Norfolk Southern in its 2024 campaign that was centered around CEO change.

With the 2025 proxy season well underway, activists must stay attuned to ongoing geopolitical and economic fluctuations, inflationary pressures and market volatility. As the markets react to the twists and turns of the new Administration’s economic agenda and policies, fresh opportunities for shareholder engagement will emerge, setting the stage for another robust year for shareholder activism in 2025.