• Activists under pressure to realize returns from 2025 investments
• Regulatory changes to have ramification on proxy solicitation

The return of a healthy M&A environment in 2025 buoyed by technology shifts and less stringent antitrust enforcement has created fertile ground for shareholder activism, according to activists and advisors.

Large institutional investors – seeking relevance in a post-ESG (environmental, social, and governance) and post-DEI (diversity, equity and inclusion) landscape – have refocused on core fundamentals of portfolio companies. This shift comes as the proxy solicitation environment faces significant regulatory changes, advisors noted.

North America saw 202 activist campaigns launched in 2025, up from 168 in 2024 – a 20% increase and the highest number of new campaigns this decade, according to Mergermarket data.

The surge was fueled by investor focus on artificial intelligence and the Mag 7, also known as the Magnificent Seven stocks, leaving activists with plenty of opportunities to target, activists and advisors noted.

Bruce Goldfarb, chief executive officer of Okapi Partners, a proxy solicitation and investor response firm, called 2025 an exceptionally busy year for activism, supported by robust M&A activity.

Craig Wadler, a managing director at Moelis where he specializes in shareholder advisory and activist defense, said pent-up demand from prior antitrust constraints unleashed the ‘animal spirits’ in M&A, with many larger companies needing to use M&A to respond to competitive challenges in their sectors.

Chris Couvelier, a managing director of Lazard’s shareholder activism and defense practice, said M&A-focused campaigns in the US accounted for 42% of all U.S. campaigns. In addition, activists secured 98 board seats in the US, a 28% year-over-year increase and the most since 2020, disproportionately through negotiated settlement agreements, noted Couvelier.

Shareholders challenge strategic and PE deals

Activists and shareholders aggressively pushed for higher valuations in M&A transactions in 2025, noted Craig Durrant, an executive director at Moelis.

That trend is expected to continue in 2026, with questions about deal rationale also likely, added Lazard’s Couvelier.

Examples include:

Beacon Roofing/QXO: Beacon’s shareholders sought a higher price from Brad Jacobs’ building products industry roll-up but only extracted a negligible USD 0.10 bump.

Core Scientific/CoreWeave: Core Scientific shareholders, led by Two Seas Capital, voted down the sale, arguing the company was “uniquely” positioned to capitalize on significant demand for AI computing infrastructure.

Comerica/Fifth Third: Activist HoldCo Asset Management opposed the deal, arguing Fifth Third was underpaying, but 97% of Comerica shareholders approved.

UniFirst/Cintas: The hostile bid sparked pressure from activists and institutional shareholders, but UniFirst’s controlling shareholder, the Croatti family, resisted their calls to engage.

TaskUs/Blackstone: Minority shareholders blocked the take-private deal over valuation concerns.

STAAR Surgical/Alcon: STAAR Surgical shareholders Broadwood Partners and Yunqi Capital aggressively fought against the transaction, moving the shareholder meeting date back four times.

Dayforce/Thoma Bravo: Despite opposition from T. Rowe Price, which gave a detailed argument for the human capital management company to remain public, shareholders overwhelmingly supported the deal.

Activists feel pressure to produce returns

Activists face mounting pressure to realize gains on their 2025 investments, activists and advisors noted.

While investor concentration provided plenty of opportunities to initiate campaigns, it also delayed returns, they said.

Activists will feel the need to push for more change to affect the valuations of their holdings, activists noted.

Expected flashpoints include:

Engaged Capital: The activist is likely to intensify pressure at Evolent Health, VF Corp, Yeti Holdings, and Blackline, where strategic changes have not yielded the returns that the investor seeks, a source familiar with the situation noted. Engaged declined to a request for comment.

Irenic: The activist is expected to continue its campaign at Integer Holdings, a medical device contract development and manufacturing organization, pushing for a sale.

Engine Capital and Khrom Investments: Both are expected to stay on top of Acadia Healthcare, a for-profit behavioral healthcare services, as its share price has collapsed following the lowering of its outlook for two straight quarters. The pair have been advocating for cost cuts and strategic alternatives.

Regulatory shifts reshape proxy landscape

The Trump administration’s executive order – “Protecting American Investors From Foreign-Owned and Politically Motivated Proxy Advisors” – aims to increase transparency and promote accountability in proxy advisory practices. It covers foreign-owned and what the administration labeled as politically motivated proxy advisors.

Goldfarb said it’s too early to gauge impact but noted a trend of larger institutional investors moving away from proxy advisor recommendations.

JPMorgan last week launched Proxy IQ, an artificial intelligence tool to aggregate and analyze proxy data from thousands of annual company meetings, reducing its reliance on third-party data collection or voting recommendations.

Larger institutional investors are under political pressure to manage how they exercise their voting power, which means solicitation of the different investors is going to require different processes and be more challenging, said Goldfarb.

Moelis’s Wadler noted that this will increase the importance of advisors like investment banks and proxy solicitors, because each shareholder engagement now will be more unique, whether that entails voting on board nominees or M&A transactions.

The Securities and Exchange Commission also updated its interpretation for when shareholders should file a 13D versus a 13G, requiring those taking actions to influence change to file a 13D.

Prior rules were more tolerant of investors expressing their voting intentions. “That’s changed the world,” said Goldfarb. This will have an impact on how investors are willing to communicate with companies, he noted.

Lazard’s Couvelier warned these regulatory changes could reshape voting dynamics not just in contested situations but more broadly for years to come.

Wide breadth of industries to be targeted

Advisors expect activists to target a wide breadth of industries.

“Whether it’s retail or restaurant or oil and gas. I think it’s going to be a really, really busy 2026,” said Goldfarb.

Moelis’s Durrant said industrials and conglomerates trading below their sum-of-the-parts value will remain prime targets, with opportunities for spinoffs, divestitures, and better capital allocation.

Couvelier also expects the broad range of targets to continue. Technology – particularly software – has been a key focus for activists in recent years, and industrials is also perennially amongst the most targeted sectors, he said.