Ele Klein on Activism: Adapting in an Era of Fast Change
A Conversation Between Christopher P. Skroupa, Skytop Editor-in-Chief, and Ele Klein, Partner, Global Head of Shareholder Activism, McDermott Will & Schulte / October 5, 2026
Christopher Skroupa: What is the new playbook for shareholder activism today?
Ele Klein: It’s not so much a new playbook as an evolving one. Sophistication has grown on both the activist side and the company side. People adjust, and that’s healthy. They’ve become better at reading the tea leaves and anticipating where things will end up.
You can see this in the statistics: far fewer campaigns are going to a proxy vote. Years ago, a meaningful percentage of campaigns ended up in a vote. Today, most are settled. That means people are figuring things out. Sometimes activists withdraw, sometimes companies agree to what activists want, and most of the time the resolution lands somewhere in between.
The playbook simply adjusts to market conditions. Universal proxy, or other regulatory changes are constant factors. Things come up, you adapt, and you deal with them.
Chris: Regarding the universal proxy card, has it changed the dynamics of proxy contests and offensive strategy?
Ele: The general wisdom is that universal proxy makes it easier for activists to win a small number of seats and harder to win a large number. Under the old system, shareholders had to choose one card. If they chose the activist card, activists often picked up all the seats they were running for. Now shareholders can mix and match.
Previously, if shareholders liked only a few activist nominees, they might still vote the company card, which meant activists got nothing. Universal proxy changed that dynamic.
This shift has contributed to more settlements and fewer fights. Companies recognize that under the old system they might have held all seats, but now they risk losing some. Activists recognize that they may still win seats, but not as many. Both sides are more willing to resolve disputes.
The biggest takeaway: universal proxy changed how people vote. Whether that’s good or bad depends on who you ask, but it’s the world we’re in — and everyone has adjusted.
Chris: On the topic of shareholder rights, do you agree that we are likely to experience a pullback? What are the regulatory minefields activist funds need to navigate?
Ele: I wouldn’t call them minefields. You simply need to be cognizant and adjust. There’s always a push and pull in regulation.
Right now, several areas matter:
14a‑8 proposals: The SEC has stepped back from weighing in, leaving companies and proponents to resolve disputes themselves. This affects environmental and governance proposals, making it easier for companies to push back or eliminate them, often forcing costly litigation.
Proxy advisor scrutiny: There’s ongoing pushback against ISS and Glass Lewis. Some investors are reconsidering how much weight they give these advisors, which changes the landscape.
SEC guidance on 13D/G (2025): This chilled conversation between activists and companies. Both sides dislike it because it makes healthy dialogue harder.
SPV guidance: The SEC recently issued guidance on single name vehicles used to raise money for activist campaigns. It won’t drastically change activism, but it will affect certain players and structures.
Overall, there is more scrutiny and more rules that aren’t helpful to activists. But does it fundamentally change activism? No, you adjust.
Chris: How are PIPEs, SPACs, and alternative investment structures evolving in the current market?
Ele: Like everything else, they evolve. SPACs were extremely hot a few years ago, then cooled, and now they’ve returned to a more normal flow. These vehicles remain tools companies can use to raise capital.
In activism, you sometimes see investors brought in who can write a significant check as part of joining a board. That solves two issues at once: governance and capital needs. It’s a win-win.
Governance issues continue to evolve, but there are no drastic changes — just natural evolution.