USA Trends and Developments Contributed by: Piotr Korzynski, Mark Mandel, Michael Pilo and Carol Stubblefield, Baker McKenzie
it creates a standing framework for materially shorter execution timelines. That change matters well beyond takeover mechan - ics. If more negotiated deals can proceed on a ten- business-day tender timeline, boards will need to be prepared for more compressed decision-making, faster disclosure turnarounds and more immediate engagement with stockholders and proxy advisers. Companies that have historically viewed two-step tender offers as operationally cumbersome may also revisit that judgement, particularly where timing cer - tainty and market exposure are central strategic con - siderations. New Corporation Finance Interpretations (CFIs) shape deal practice January and February 2026 updates to the SEC’s M&A, proxy and tender offer CFIs (formerly known as Compliance and Disclosure Interpretations, or C&DIs) are part of the same pattern of the SEC act - ing through discretionary authority to quickly update or refine existing practice. Some of the changes are technical, but several have real market consequences. Among other things, the staff broadened guidance around lock-up arrangements in stock-for-stock busi - ness combinations, introduced more flexibility around broker-search timing under Rule 14a-13, and updated tender offer interpretations that reinforce the need for objective offer conditions and clear disclosure regard - ing the basis for terminating an offer. For governance purposes, the larger point is that pub - lic company practice is increasingly being reshaped through staff guidance rather than only through for - mal rule proposals. Boards therefore need to moni - tor not just SEC-adopted rules, but also interpretive developments that can quickly alter what is viewed as feasible, customary or risky in a live transaction. That is especially true in M&A, where process choices and timing judgements often have governance conse - quences of their own. Activism Remains Strong, But the Playbook Keeps Changing If 2024 was a year of normalisation after the initial rollout of the universal proxy, 2025 and early 2026 suggest that activism is settling into a new and more
sophisticated pattern. By several counts, campaign volume remained high or reached record levels, and M&A, board change and capital allocation were among the most prominent themes. At the same time, the most effective activists have become more selec - tive in how they deploy formal contests, often prefer - ring campaigns that combine private pressure, public messaging and the credible threat of a nomination. Settlement trends One notable feature of the current environment is the continuing importance of settlements. In the United States, more than 90% of activist-designated board seats in 2025 were reportedly obtained through nego - tiated arrangements rather than a fully contested elec - tion. That statistic underscores a broader reality of the universal-proxy era: activists do not need to win the whole boardroom to be influential, and companies do not need to lose at the ballot box to feel pressure to negotiate. Rise of lower-cost tactics Another notable development is the rise of lower-cost pressure tactics, including “vote no” and withhold campaigns. These campaigns may not look like clas - sic activist contests, but they can be highly effective in focusing investor attention on a single director, a lagging strategy or a contested compensation deci - sion. For boards, that means activism preparedness should no longer be limited to defending a contested slate; it now includes careful attention to individual director vulnerability, board refreshment narratives, capital allocation credibility and the company’s ability to explain its strategic choices succinctly and per - suasively. Environmental and social themes recede The substance of activism is evolving as well. Environ - mental and social themes have become less central to mainstream economic activism, while demands focused on portfolio simplification, asset sales, break- ups, strategic reviews and CEO change have become more prominent. Several commentators also expect M&A-related activism to remain elevated in 2026, particularly where a company appears undervalued, over-diversified or slow to capitalise on an improving deal market.
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