Advisors Expect M&A to be Big Part of Proxy Season

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Proxy season is fully underway. So far, it seems that if activism in 2026 is going to have a theme, it’s going to be M&A. 

 

We checked in with four of Wall Street’s leading advisors on their predictions for the season, and the common refrain was: M&A demands will continue to dominate. 


  • Lazard’s Christopher Couvelier predicted that activist campaign levels will “remain elevated” this year and that financial sponsors could help “turbocharge a wave of take-private focused campaigns.” 


  • Bob Marese of MacKenzie Partners, echoed a similar take while saying that campaigns will be “primarily focus[ed] on M&A and governance demands.” He continued to say that the dealmaking environment “will allow activists" demands in this area to take on more urgency and potentially find a sympathetic audience with many investors.”


  • Paul Weiss’ Carmen Lu emphasized that activists are operating “in a much changed regulatory and investor environment” – driven by changes in the proxy ecosystem – that will impact shareholder engagement while leading to a continued uptick in M&A and activism.  


  • PJT’s Erica Lukoski stressed that “activism is now year-round,” with settlements and off-cycle pressure putting more weight on proactive storytelling and board refreshment.


This week, as part of its stewardship conference, Diligent dropped its 2026 Shareholder Activism Annual Review – which showed that M&A-driven activism is at a five-year high. It went on to say that “push to sell” demands from activists in the U.S. are up almost 30% year-over-year – a trend being seen globally.

 

The Diligent team also highlighted two other noteworthy trends: 1) activism volume remains historically high with global targets surpassing 1,000 for the third year in a row and 2) even when temperatures rise between boards and investors, outcomes are increasingly negotiated: 89% of activist board seats won last year came via settlements rather than a vote.

 

One potential reason settlements are more prevalent is that the “Big Three” index managers have reorganized their stewardship teams and expanded so-called pass-through voting programs. This makes traditional engagement strategies more challenging both for issuers and activists. As Georgeson’s Cas Sydorowitz noted in Diligent’s report: “a single engagement approach focused on top investors is no longer sufficient; a granular understanding of who actually controls the vote within the register and how to engage them is now essential.”


Have a great weekend,

GPP Team


ACTIVISM

The Wall Street Journal: A Small Shop in Ohio Has One of the Fiercest Activist Investors

On the heels of Paramount announcing its acquisition of Warner Bros. Discovery, Lauren Thomas discusses how Ancora became one of the louder “interlopers” that made a lot of noise in Paramount’s favor. The article discusses how the Ohio firm “has been one of the noisiest activist investors recently, filling the void as big-name activists pull back on public fights.” Read More

 

Toyota Wins Over Elliott After Buyout Battle for Forklift Subsidiary

After a months-long back and forth with Elliott Management, the FT reported on Toyota raising its offer to acquire its largest subsidiary for around $38 billion. The Journal commented on Elliott’s acceptance of the sweetened bid and noted that the firm believes these terms “represented an improved outcome for minority shareholders.”

 

The Deal’s Activist Investing Today: S&C's Gadson on Proxy Advisers, AI

Sullivan & Cromwell partner Patrick Gadson discusses the surge in banking activism, led by HoldCo Asset Management, and the declining influence of proxy advisers as major asset managers like JPMorgan and Wells Fargo move to internalize voting decisions. Listen Here


M&A

Bloomberg: BlackRock’s GIP and EQT to Buy AES for $10.7 Billion

The Blackrock-owned investment fund agreed to buy the utility and power generation company AES in a cash and stock deal with a total enterprise value of $33 billion. Read More

 

Financial Times: All3Media and Banijay Combine to Create $8bn Global TV Powerhouse

RedBird IMI’s All3Media has agreed to merge with Paris-based Banijay Entertainment, creating the world’s largest independent entertainment company amid continued consolidation within the entertainment space. Read More


Bloomberg: Thoma Bravo Agrees Deal to Buy Logistics Provider WWEX Group

The private equity firm is planning to buy WWEX in a $5 billion deal then combine it with e-commerce shipping software maker Auctane to create a $12-billion company. Read More



CORPORATE GOVERNANCE

Financial Times: Greg Abel Tells Berkshire Investors its Cash Pile is Not a Retreat from Dealmaking

Berkshire Hathaway’s new CEO assured shareholders in his first letter that he remains committed to the company’s investment philosophy, claiming to be actively evaluating new investments despite a substantial cash position. A few days later, The Journal reported on Abel’s announcement of Berkshire’s first share buyback program in two years. Read More

 

Bloomberg Law: Novo Chair Faces Investor Pushback Over Dual Leadership Roles

ISS recommended shareholders abstain from re-electing Novo Nordisk Chairman Lars Rebien Sorensen due to concerns his dual role with the company and its controlling shareholder Novo Nordisk Foundation compromises board independence. The recommendation follows governance tensions and more than half the board resigning last year. Read More



IPO

FT Alphaville: SpaceX: The Final Frontier of IPOs

Former equity capital markets heads Craig Coben and David Erickson argue SpaceX’s rumored $1.75 trillion IPO valuation is unprecedented and list some potential structural challenges including conflicts from crossover investors marking their private stakes. Read More

 

Reuters: SoftBank-Backed PayPay Targets Up to $13.4 Billion Valuation in US IPO

The U.S. IPO will have cornerstone backing from Qatar Investment Authority, Visa, and Abu Dhabi Investment Authority. Further reporting from Reuters’ Echo Wang stated that the company delayed its roadshow launch as the Middle East conflict rattled markets. Read More



FROM OUR DESK TO YOURS

Flamenco! We are lucky to live in New York City where artists from around the world bring their shows to us. Last Sunday afternoon, we were lucky to watch this beautifully passionate dance style live as part of the 25th Flamenco Festival at the New York City Center. And we must say that it is an absolutely unique cultural experience. 

 

Flamenco, originating in Andalusia, Spain, combines cante, baile y toque – or song, dance and music (mainly just the guitar) – as well as the ongoing clapping (palmas) and shouts of encouragement and empathy (jaleo). It is amazing how much sound and music can come from one or two musical instruments along with one's hands and feet, and whether you know Spanish or not you feel the intensity of the show and feel the emotion of the story they are telling.

 

The lineage of this highly improvised style of dance goes back to the Gitanos (the Romani people in Spain) as they use dance to highlight their migration from India and tales of life in Southern Spain. As Encyclopedia Britannica describes it, "in Spain they encountered the rich cultures of the Sephardic Jews and the Moors. Their centuries-long cultural intermingling produced the unique art form known as flamenco."

 

There are still plenty of tickets left here. Have a glass of wine at Le Rock or Aldo Sohm, and then walk over to the City Center.  



UPCOMING EVENTS



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