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Shareholder Activism in M&A: Anticipating and Responding to Activist Attacks to Avoid Delayed or Derailed Deals

Planning for Activist Objections to Board Representation, Deal Price, Appraisal Rights, and More When Negotiating Deals

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, October 4, 2023

Recorded event now available

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This CLE course will provide deal counsel with a review of the latest trends in activism by shareholders in response to a planned M&A. The panel will outline practical steps and provide tips for deal counsel to anticipate and manage challenges by shareholders to avoid a deal being delayed or derailed.


Despite the recent drop-off in M&A activity, the share of activist campaigns urging strategic transactions has remained at historical levels. Shareholder activism has become part of the corporate landscape, and companies, regardless of their size, need to be prepared to respond and defend against attacks from hostile M&A bidders and activist shareholders. Further, the adoption of the universal proxy rules--which went into effect on Sept. 1, 2022--represents the most important development in shareholder voting in a generation and is already reshaping the activist playbook.

When it comes to M&A, shareholder activism can play a significant role in shaping the outcome of a deal. Specifically, such activism can impact corporate governance, deal evaluation, negotiation of deal terms, voting power, legal actions, post-merger integration, and other critical aspects of the deal.

To prevent deals from becoming delayed or derailed by activist shareholders, counsel for M&A buyers and target companies must guide their clients in implementing early strategic measures to anticipate and respond to challenges. Such efforts should include identifying vulnerabilities in the transaction that activists could attack and carefully crafting deal terms to increase the chance of approval by shareholders. Also, counsel should be concerned with how risks are allocated in the deal.

Listen as our authoritative panel discusses recent trends in shareholder activism in M&A transactions and best practices for anticipating and responding to shareholder challenges.



  1. Current trends in shareholder activism in M&A deals
    1. Board representation
    2. Deal price
    3. Appraisal rights
    4. Voting power
  2. Impact of the universal proxy rules on shareholder activism
  3. Preparing for shareholder challenges
    1. Communicating with shareholders
    2. Soliciting shareholders' concerns upfront
    3. Identifying vulnerabilities in a transaction
    4. Negotiating provisions in a merger agreement
  4. Responding to and defending shareholder challenges
  5. Key takeaways and practical considerations


The panel will review these and other key issues:

  • Recent trends in shareholder activism, including why and how activists sometimes push issuers to engage in M&A
  • The most common challenges activist shareholders make against public M&A transactions
  • Steps that deal counsel can take to prepare in advance for activist shareholders when planning and negotiating a deal
  • Strategies for responding to activism and minimizing the risk that the deal will be delayed or derailed


Donahue, Sean
Sean M. Donahue

Paul Hastings

Mr. Donahue is Chair of the Public Company Advisory practice and Co-Chair of the Shareholder Activism &...  |  Read More

Harris, Kyle A.
Kyle A. Harris

Cleary Gottlieb Steen & Hamilton

Mr. Harris’ practice focuses on public and private mergers and acquisitions and corporate governance matters. His...  |  Read More

Warrick, Demetrius
Demetrius A. Warrick

Skadden, Arps, Slate, Meagher & Flom

Mr. Warrick regularly advises public and private clients in a variety of corporate matters, including strategic...  |  Read More

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