Jason Day was quoted in the Law360 article, “7 Questions Corporate Attys Are Fielding From Clients” regarding seven questions corporate attorneys say they have been asked the most in 2017.

How Should I Prepare for Shareholder Activism?

Amid the shifting regulatory climate and strong stock market performance, shareholder activism continues to be on the minds of public companies, prompting questions over how to prepare for or respond to an approach by an activist investor.

“That last thing [companies] want is sort of the overnight, somebody gets percent of their stock and files the 13-G and sends them a letter. They don’t want to find out that way,” said Jason Day, a Perkins Coie LLP partner. “How do you get in front of it? A lot of that is through the proxy statements, a lot of which are being filed now for calendar year companies.”

Activists continue to push for board diversity, board tenure, board refreshment, board takeovers, asset sales, spinoffs, or an all-out sale of the company. Proposals for proxy access and other corporate governance and social and environmental demands also tend to pop up around proxy season.

And it's showing no sign of slowing down, Day noted.

“Activism is a new investor class. Where it used to be maybe a hedge fund or somebody saying, ‘Hey this investment is not performing, I need to go rile up management.’ Now there are activist funds, where they raise money with the investment strategy of engaging with management and the board,” he said.

At the same time, it’s unclear what changes may come from the SEC as the empty positions in the agency are filled out. There have been discussions about potential changes to some of the regulations, such as rolling back some of the non-GAAP reporting requirements recently put out, reducing reporting requirements surrounding conflict minerals, and backing away from plans to implement CEO pay ratio rules, Day explained.