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Abstract: 

This article examines how recent developments in securities regulation have impacted activist campaigns, company responses to activist pressure, and institutional investor interactions with activists and companies. In particular, it reviews the impact of the universal proxy rules, which were adopted by the Securities and Exchange Commission in 2022; the revisions to SEC Regulations 13D-G that were promulgated in 2023; the C&DIs related to Regulations 13D-G that were issued in 2025; the 2025 SEC no-action letter regarding Exxon Mobil’s retail investor voting program; and the 2025 Executive Order that directs the SEC, the Department of Labor and the Federal Trade Commission to examine whether rules relating to proxy advisors should be modified. It concludes that although these developments have caused activists, companies, and institutional investors to make adjustments and may result in further adjustments in the future, they have not dramatically altered the activism landscape. The article also reviews recent developments in activism strategy, including the increased number of “vote no” and “withhold vote” campaigns and the use of stockholder proposals, and discusses securities regulatory issues relating to these strategy developments.

Keywords: Rule 14a-8 and Rule 14a-47; Universal Proxy Card Rules; Regulation 13D-G; Compliance and Disclosure Interpretations

Affiliations:  1: Gibson, Dunn & Crutcher LLP; 2: Gibson, Dunn.