SEC Guidance Changed Engagements, Without Serving Either Side
The Securities and Exchange Commission's 13D-G guidance, issued in February, has reshaped engagements, is leaving companies and large shareholders feeling constrained and has emerged as a point of contention in activism circles. 16 July 2025
SquareWell Partners was featured in a recent article by Jean Haggerty in The Deal (July 16, 2025), which examined the impact of the SEC’s February 13D-G guidance on shareholder engagement and activism. The article discusses how the new guidance has altered the way institutional investors interact with companies, creating uncertainty around what constitutes “influencing control” and making some investors more cautious in their engagement efforts.
SquareWell’s recent survey on investor views regarding shareholder activism was referenced in the article. It found that 68% of institutional investors expressed regret over not siding with an activist in at least one campaign. Ali Saribas commented that investors often give companies the benefit of the doubt, even when progress is limited. Andrew Brady noted that activists frequently fail to make a strong case, particularly when they do not clearly explain the urgency of their campaign.
The full article can be accessed here (subscription required).
