Across the Pond: How European and US Investors Approach Activism and Governance
A Conversation Between John Wilson, Managing Partner, Skytop Media Group, and Christian Jacques, Managing Director, Okapi Partners / October 1, 2026
Christian Jacques is Managing Director at Okapi Partners, a leading strategic proxy solicitation and investor response firm that provides solicitation and information agent services, as well as support for M&A transactions, activist-related strategies, remuneration (REM) votes, corporate governance, market intelligence, and shareholder advisory services. He is based in London.
John Wilson: After spending nearly a decade advising clients from New York and now working from London, what's the biggest difference you've observed in how US and European investors approach governance, activism, and shareholder engagement?
Christian Jacques: Two key differences that affect activism in Europe vs. the US are the regulatory framework and valuation. US investors are accustomed to the US regulatory framework, which can appear more complicated, with a large number of required SEC filings. That process tends to lead to a longer timeframe to get through the regulatory compliance, in addition to higher fees and costs, which can impact the decision to proceed with a contest or proxy fight. Depending on the market, the regulatory process in Europe, although complicated in its own way, can be relatively more straightforward for acquiring a company’s shares, pushing for change, and perhaps even requisitioning a special meeting, among other actions.
And then there’s the valuation point. Several public companies in Europe, especially in the UK, are currently undervalued relative to the US market. It can be much harder to accumulate a significant position in a US-based security. But in the UK, for example, a number of high-quality companies are so undervalued that an investor can come in with a significant premium, acquire a persuasive stake, and call for a specific outcome. That's why we've seen more hostile takeovers in the UK recently.
John: Do you see institutional investors becoming more independent in their voting decisions, or will proxy advisors remain as influential as ever?
There is some incremental independence, but ISS and Glass Lewis remain very influential in Europe; stewardship teams here may often seem aligned with the proxy advisors’ thinking and voting standards, but nonetheless will make their own decisions. Because of the weight that European investors place on ISS and Glass Lewis, issuers (and activist investors) tend to structure their proxy proposals accordingly.
Christian: Having worked on both sides of activist situations, what's the biggest misconception companies have about activists—and what's the biggest misconception activists have about boards and management teams?
Some activists are “mislabeled” in Europe. Some are simply concerned investors with a legitimate view of what the company should be doing. Nevertheless, when they voice those views to management, they're assumed to be activists, whether by the board, its advisors, or the market. So, I think that's a key misconception companies have: that every effort by an active fund to engage with them is an activist outreach.
At the same time, activists have misconceptions about boards and management. Compared with the process in the US, Europe sometimes has less shareholder engagement. There's generally a minimal quorum requirement, so a company might “cruise through” the annual general meeting with little or no shareholder input, just their votes. The company also may have had very few, if any, inbound investor inquiries for quite a while. As a result, what activist investors may see as negligence or indifference may be a case of the board and management being "comfortable" due to a lack of investor input. An activist who comes to the company with a suggested plan to improve valuation might actually find that the board and management are receptive to that plan.
Given these misconceptions, it can be helpful both for companies and investors to have the advice of a proxy solicitation, shareholder advisory, and market intelligence firm. The services provided may help each side discern important challenges for a company, or simply “violent agreement” on issues.
John: Can you share how market intelligence could reveal something about the shareholder base that completely changed your engagement strategy or the expected outcome of a vote?
Market intelligence is an essential part of the proxy voting process, especially because the record date for a shareholder meeting in the UK is much closer to the meeting. If a significant corporate action or shareholder proposal is up for a vote, the shareholder base could significantly shift from the time the proposal was submitted until two days before the meeting. Essentially, any feedback that you've gotten from shareholders up to that point may no longer be relevant if the composition of the shareholder base has changed dramatically. It is essential to have the most up-to-date intelligence on the shareholders of record.
John: In your experience, what usually determines whether shareholders support or reject an M&A transaction?
Christian: It depends on the type of shareholder. If they're event-driven, such as an arbitrage fund, they're really looking for a premium. Others, such as long-term investors, usually focus on the business's future prospects and whether the transaction will generate value over time. Some investors are also focused on the regulatory risk, and might not want to be on record as supporting a deal if they think it won’t go through from a regulatory standpoint.
Sometimes there is a difference of opinion between an institution’s stewardship team and its portfolio managers regarding a transaction. For example, the portfolio manager might want to approve an M&A deal because of the value-creation potential, but the stewardship team may not think it's in the best interest of the market over the long term. The value-creation argument tends to win in these situations.
John: What is the relationship between strong financial performance and governance concerns, with respect to voting outcomes?
Christian: Depending on the circumstances, many investors give financial performance more weight than governance. This issue comes up frequently in compensation matters, where a company might want to pay the CEO above or even well above the market rate. From a governance perspective, an investor’s stewardship team might not be in favor, but then you might have portfolio managers who believe in that CEO’s ability to execute on strategies to deliver shareholder value.
The financial vs. governance argument also comes into play in M&A and hostile takeovers. The stewardship team might consider opposing a merger or take-private transaction that reduces competition in a given segment of the marketplace or creates other governance concerns. But portfolio managers may feel the premium is too significant to leave on the table.
It varies by situation, but the trend I've seen is that near-term financial upside tends to outweigh governance objections when the two are in direct tension.