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With the first half of the year behind us and the summer season setting in, recent data show that activists are winning seats on boards without full-blown fights.
Despite a decrease in activist campaigns, settlements, especially for activists gaining board seats, are on the upswing. As Barclays’ Jim Rossman noted in the firm’s H1 2025 Activism Report, activists winning board seats is up 16% year over year with nearly half of the 37 settlements this year coming without prior public campaign announcement.
This week at Jana Partners is case in point. After securing three directors at Rapid7 in March, it notched a bigger settlement win at french-fry maker Lamb Weston, adding four proposed candidates plus two mutually agreed picks — all without a contested proxy contest.
Practitioners believe activism in the second half of the year will accelerate. “Activity in the back half of the year will be more significant,” Alfredo Porretti, global co-head of Shareholder Engagement and M&A Capital Markets at JPMorgan Chase, told Svea Herbst-Bayliss and Emma-Victoria Farr of Reuters. “Activists are aiming more carefully but are not pulling the trigger yet.”
With the potential for increased activity, activism preparedness has never been more important. Sullivan & Cromwell’s Frank Aquila offers a bit of timely summer reading, outlining both legal and strategic ways to prepare companies for an activist threat.
Which begs the questions, what is the proper size and make-up of a public company’s Board of Directors? A recent paper from a team of professors at the University of Notre Dame, summarized in the Columbia Blue Sky blog, analyzed how board structure, size, and firm complexity tie back to value. The findings showed that language in public filings “is a powerful tool for understanding a firm’s governance needs.”
Stay cool and have a great weekend,
GPP team
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