M&A Control Contests: Proxy Fight Strategies Post-2024

Universal proxy has lowered the cost of a credible short-slate campaign. Dissidents no longer need to persuade shareholders to abandon an entire board to win representation.

Incumbents have responded with earlier engagement, refreshed board skills matrices, and advance-notice bylaw amendments — several of which have drawn fiduciary challenge in Delaware.

The litigation and proxy tracks are no longer separable. Bylaw enforcement, books-and-records demands, and disclosure claims are now routine components of the campaign timetable.

Boards that prepare the record in the quiet period — before a dissident appears — retain far more strategic latitude than those that begin at the nomination deadline.