2025 was a record year for shareholder activism. Over 255 campaigns were launched globally in the most prolific year to date. Activity in the United States was up 28 percent year over year; Japan reached its own record with 56 new campaigns.

Activist investing has never been more accessible. In 2025, 29 percent of campaigns were launched by first-time activists, nearly breaking the record set the year prior. A credible campaign now requires little more than a stake, a press release, and a clear thesis. The cost of running a campaign has also fallen substantially: before the SEC’s universal proxy rules took effect, an activist who wanted to replace board directors had to fund an entirely separate proxy contest, printing and mailing their own ballot to every shareholder. Under universal proxy, the company puts the activist’s nominees on its own ballot. In 2025, 32 US CEOs resigned within a year of an activist campaign being launched, surpassing the previous record of 27 set the year prior.

Ease of access aside, what is prompting the recent spike in activist activity? To uncover any common threads, FCLTGlobal analyzed a sample of 100 activist campaigns across the United States, Japan, and Europe in 2025, mapping each campaign’s primary demand against the behaviors defined in the FCLT Gold Standard framework for long-term-oriented companies.

In this sample, two patterns appeared in over half of the campaigns studied. In 71 percent of campaigns, companies lacked a credible long-term roadmap. In 55 percent of campaigns, boards were not spending enough time on strategic issues. Taken together, 90 percent of companies in the sample faced a campaign where at least one of these two gaps was present, and roughly one in five of those had both simultaneously.

In 71% of campaigns, companies lacked a credible long-term roadmap.

Driving the Conversation: Long-Term Roadmaps for Long-Term Success (2019) found that 86 percent of investment decision-makers want companies to use a minimum three-year time horizon for forward-looking targets.

A long-term roadmap includes a three-year view of growth and margin, a clear capital allocation framework that articulates how the company chooses between reinvestment, acquisition, and return of capital, and a stated approach to the disruptions most relevant to the business. Market assumptions, hard targets, and directional indicators are presented as a unified view of where leadership sees the company heading.

The roadmap is the document that gives a company permission to make tough decisions in the near-term results for long-term purposes. A company that can explain those decisions in advance, stay consistent with its stated plan, and hold itself accountable to the metrics it published will find that investors are forgiving of short-term earnings pressure when it is part of a credible plan.

Without a long-term roadmap, an activist can create their own narrative. Take Honeywell for example: an activist disclosed a significant stake and pressed for a portfolio separation, arguing the conglomerate structure prevented investors from properly valuing three distinct businesses. Because the company could not provide a clear reason why its businesses were worth more together, within months, the company had announced a full breakup into separate entities.

In other campaigns, the issue was that management had no credible multi-year plan for the core business. And in others, particularly in Japan, the issue was capital allocation opacity: companies held significant cash and cross-shareholdings with no publicly articulated framework for how that capital would be deployed.

Financial performance is the primary protection against activism, but a lack of a coherent strategic roadmap is a telltale weakness that an activist can easily leverage.

In 55% of campaigns, boards were not spending enough time on strategic issues.

An activist will look first at the composition of the board to judge strategic rigor. The Long-Term Habits of a Highly Effective Corporate Board (2019) found that boards with demonstrated long-term impact spend nearly twice as much time on strategy, business model analysis, and long-term value creation as their peers.

A board that includes directors with capital markets experience, operating experience outside the company’s core industry, and a willingness to bring genuinely different frameworks to strategic questions is better positioned to hold management accountable and to challenge assumptions that insiders have long since stopped questioning.

Conclusion: long-term value creation is the ultimate defense

Companies that both spend time on strategy and publish their strategic roadmaps tend to attract long-term shareholders as a result. That shareholder base becomes a structural asset when activist pressure arrives. Activists depend on winning over long-term institutional investors to succeed; a company whose long-term investors trust its strategy and its board is considerably harder to move against.

The academic and practitioner evidence on activism is consistent on one point: campaigns attract attention and create change – at least in the short run. McKinsey research published in 2023 found that activist campaigns stop a long downward trajectory in company performance and correspond with excess total shareholder returns for at least 36 months. McKinsey’s 2024 follow-on analysis which examined almost 170 campaigns worldwide over ten years, found that after the activist exited, three-year excess shareholder returns turned negative in about 40 percent of the companies that had gained while the activist held its stake. Only 23 percent continued to see positive returns. A plausible explanation, and one consistent with the findings of this analysis, is that companies responding to an activist’s specific demands without addressing underlying strategic gaps tend to give the gains back.

The lesson for boards and management teams is to close these strategic gaps before they become pressure points: to articulate a credible multi-year roadmap, to devote board time to the strategic questions that matter, and to earn the trust of long-term investors as a result. By the time an activist arrives, the vulnerability already exists. A campaign is a signal that the work of long-term value creation was left undone, and the most durable defense is to do that work first.

1. Methodology notes

   • Campaigns were drawn from the Barclays and Lazard annual reviews and selected based on documentation availability, with an explicit attempt at geographic and sector diversity, using publicly available primary sources including activist letters, filings, and proxy materials.
   • Findings should be read as directional, not as statistically representative of the full universe of 2025 campaigns.
   • The campaign sample analyzed for this article comprises 100 activist campaigns launched or materially active in calendar year 2025 at companies with market capitalizations above $500 million, drawn primarily from the Barclays 2025 Review of Shareholder Activism, with supplementary sources including the Lazard 2025 Annual Review of Shareholder Activism, the Harvard Law School Forum on Corporate Governance, and activist primary filings.