Who’s Funding the Fight?

How Should Boards Use New SEC Transparency on Shareholder Activists?

A new proxy filing landed in the boardroom. Directors pored over the activists’ case against the company—their criticisms of management and strategy, the changes they were demanding, and the directors they wanted shareholders to replace. The information the directors didn’t have: which investors had money riding on the fight.

Now, a new Securities and Exchange Commission interpretation of an existing statute could pull back the curtain. Under recent guidance issued by the SEC, investors who put more than $500 into a fund created to target a specific company must be identified in proxy filings. That could reveal major investors and other financial backers whose role in activist campaigns previously remained hidden, along with their potential motives. The change comes as boards are facing record levels of activist pressure: US activist campaigns jumped by 24% year-over-year in the first half of 2026, helping push global activity to an all-time high of 38% above the five-year average. And activists sought board-director changes in 35% of those campaigns.

The change is no small matter. For boards, knowing who is financing an activist campaign could be a valuable new piece of intelligence. Instead of simply assuming a defensive position when an activist challenge appears, experts say, directors can examine who is backing the campaign—and whether those investors already have relationships with the company. “Rather than playing defense, this may give boards a chance to play better offense,” says Joe Griesedieck, vice chairman and managing director of Korn Ferry’s Board and CEO Services practice. If a familiar investor appears among the backers of a campaign, he says, directors should be asking why—and potentially reaching out personally to understand the investor’s concerns.

Knowing the names of activist investors can also help directors understand something about the seriousness and objectives of the campaign. Francois Auzerais, head of the North America Private Markets practice at Korn Ferry, says boards often fail to study their investors closely enough. The identities of investors can offer clues about the campaign’s credibility—and what kinds of returns its backers expect. A sophisticated institutional backer, for example, could make directors pay closer attention to an activist’s argument. “Understand the investor, their position in the campaign, and the return they think they can achieve,” Auzerais says. “Understand where they’re coming from.”

To be sure, the SEC interpretation could change the nature of activist campaigns themselves. Some investors may simply decline to participate in campaigns if doing so means being publicly identified, experts say. But once a campaign is underway, the disclosures could affect how a board sizes up the fight. “It creates another variable in the game theory,” Auzerais says. Knowing who stands behind the activist may help directors decide whether to negotiate, seek a settlement, or take the fight to a shareholder vote.

But the best time to prepare for an activist campaign, experts say, is still before one begins. Boards should be examining themselves through an activist’s eyes: Where are the vulnerabilities in strategy, performance, or composition? And they should have a coordinated plan for communicating with major shareholders, potentially including a designated director working alongside the CEO, CFO, and communications team. “The more proactive shareholder outreach you can have, particularly with your large investors, the better,” Griesedieck says. “It avoids surprises—and boards hate surprises.”

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