Shareholder Activism Hits Record High in the U.S. With a New M&A-Driven Wave Expected in 2025, According to Diligent

Activists are increasingly targeting CEOs, leading to greater turnover

With over 1,000 companies globally facing off against activists in 2024, the U.S. market saw a surge in activity with almost 600 public campaigns recorded, up 7% from 2023 and a 16% increase when compared to 2022. This is just one of the key findings in the Diligent Market Intelligence: Shareholder Activism Annual Review 2025 report from Diligent.

According to the report, activists targeting U.S. boards have secured fewer seats, including through settlements, since the rollout of the universal proxy card (UPC) with the figure falling from 176 in 2022 to 155 last year.

“Activists had what many perceive as a challenging year in terms of seats gained,” said Josh Black, Editor-in-Chief at Diligent Market Intelligence. “Two full years of UPC has in some ways raised the bar with activists needing to present an even more compelling case for change in order to win support from proxy advisors and the larger index funds.”

The report also examined three other themes that both boards and investors should have on their radar, including:

Upticks in M&A expected to drive a new wave of activism

• 2025 is expected to deliver a wave of M&A-focused activism for those seeking value creation due to favorable movements in inflation and interest rates punctuated by the election of an administration that activists perceive as more open to dealmaking.
• The number of demands advanced at U.S. companies to consider a deal rose from 42 in 2023 to 56 last year, with the number of demands to counter proposed M&A falling from 29 to 19 over the same period.

CEOs are facing unprecedented pressure to deliver or leave

• The number of CEOs who left U.S.-based companies after an activist encounter almost tripled in 2024, with 67 of the 846 departures exiting within 12 months of a public demand by a dedicated activist fund.
• By comparison in 2023, the number of CEOs leaving after an activist encounter was 24, or less than 3% of the 916 CEOs that moved on.

Activists are challenging low valuations in Europe, using new levers to push for reforms in Japan

• Following a slowdown in 2023, Europe saw a 28% increase in publicly targeted U.K.-listed companies in 2024. Activists challenged 46 U.K.-based issuers with demands as they questioned valuations seen to be significantly lower than U.S. or global peers, with many pushing for redomiciliation.
• The number of campaigns advanced by primary- and partial-focus activists operating in Japan grew from 58 in 2023 to 64 in 2024, with dissidents regularly leaning on Tokyo Stock Exchange’s recent mandate on price-to-book value to hold their targets to account.

To download the full report which also features a ranking of the most prolific activists and short sellers of 2024, click here.

Highlights of the report, produced in association with Olshan Frome Wolosky and Sidley Austin, will be presented at the Diligent Market Intelligence Stewardship Series, the leading proxy season gathering of the stewardship community featuring panels and keynote speeches, in New York City on February 25, 2025. Register to attend here.

About the report

Data from Diligent Market Intelligence’s Activism, Voting, Governance and Shorts modules run from January 1, 2024, to December 31, 2024. Further data is available on request, although bespoke analysis may take 48 hours. For more information, please email dmi.press@diligent.com

About Diligent Market Intelligence

Diligent Market Intelligence (DMI) is a market-leading provider of shareholder activism, investor voting, and corporate governance data. Through its web application and data feeds, clients can access the most complete solution for listed company intelligence on the market, with broader and deeper insights than ever before.

About Diligent

Diligent is the leading governance, risk and compliance (GRC) SaaS company, empowering more than 1 million users and 700,000 board members to clarify risk and elevate governance. The Diligent One Platform gives practitioners, the C-suite and the board a consolidated view of their entire GRC practice so they can more effectively manage risk, build greater resilience and make better decisions, faster. Learn more at diligent.com.

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