Shareholders’ Rights & Shareholder Activism 2026

Introduction

The global corporate governance landscape in 2026 is being shaped by increasingly sophisticated, cross-border shareholder activism. Investors are adapting their tactics to local legal systems and corporate cultures, while minority shareholders in both mature and emerging markets are becoming more willing to challenge boards and management rather than rely on passive stewardship.

At the same time, corporate boards are facing a broader set of pressures: an increase in take-private transactions, tighter national security scrutiny of foreign investment, growing expectations around AI governance, and increasingly divergent approaches to ESG requirements.

Tactical Escalation: From Private Dialogue to Public Disputes

Activist campaigns are moving more quickly from private discussions with boards into highly visible public disputes. Investors are making greater use of formal corporate law mechanisms, including no-confidence motions, special audit requests and derivative actions, to push companies towards strategic change.

In Germany, the public shareholder letter has become an increasingly common opening move, creating media and market pressure before a formal vote takes place. Aspex Management, for example, used its 9.2% stake in Delivery Hero SE to publicly challenge the company’s business model and contingent liabilities. After failing to secure sufficient concessions from management, Aspex increased its shareholding and filed a formal Misstrauensantrag, or motion of no confidence, against the CEO. The CEO subsequently resigned, paving the way for Uber Technologies’ EUR12.7 billion voluntary public takeover.

Japan is also seeing a marked shift. The long-standing culture of consensus and stable cross-shareholdings (mochiai) is weakening, with activist shareholder proposals reaching record levels in 2026. Campaigns that once focused mainly on capital returns are increasingly targeting senior management. At Kadokawa Corporation, Oasis Japan Strategic Fund called for the removal of the representative director, citing weak earnings, low return on equity and governance problems linked to a major cyber-attack. Although the director narrowly survived the vote, the campaign contributed to the release of an accelerated restructuring plan.

In Brazil, local asset managers are adopting tactics more commonly associated with US activism. These include publishing critical research, running short campaigns and seeking separate board representation under the Brazilian Corporation Law.

Take-Private Transactions and Minority Disputes

Persistent valuation discounts and volatile public equity markets have helped drive a global increase in take-private transactions. For activists, these deals create opportunities to pursue longer-term value, retain influence after a transaction or challenge the price offered to minority shareholders.

One increasingly common tactic is to remain invested rather than exit completely through a tender offer. Activists may co-invest in the private holding company, giving them the opportunity to participate in a later exit or rollover. In Germany, hedge funds have retained equity positions beyond the completion of transactions involving domination and profit-and-loss transfer agreements (DPLTAs), creating a potential long-term litigation issue for private equity buyers.

Japanese activists have similarly shown a willingness to support management buyouts while negotiating a continuing stake. During the Hogy Medical Co., Ltd. transaction, Dalton Investments supported a Carlyle Group acquisition vehicle and secured the right to reinvest up to a 20% equity stake after completion.

Another route is to challenge the redemption price after a transaction has closed. In Finland, minority shareholders have used statutory appraisal proceedings under the Limited Liability Companies Act (LLCA) to contest tender offer valuations, particularly in transactions involving private equity or founding-family consortiums. The Finnish Supreme Court’s decision in KKO 2025:94, concerning Ahlstrom-Munksjö Oyj, reinforced this approach by awarding minority shareholders a 17% higher redemption price after concluding that the bidder’s conduct during the offer process justified an independent valuation.

Minority Protections, Arbitrability and Class Remedies

Courts and legislators are continuing to redefine the boundaries of minority protection, arbitration and collective shareholder remedies as corporate disputes become more complex.

Singapore has strengthened its position as a major forum for corporate disputes through a strongly pro-arbitration approach. In Tomolugen Holdings Ltd v Silica Investors Ltd, the Court of Appeal held that minority oppression claims under Section 216 of the Companies Act 1967 are generally capable of arbitration. This was reinforced in Anupam Mittal v Westbridge Ventures II Investment Holdings, where the court applied Singapore law to uphold a permanent anti-suit injunction against foreign statutory proceedings. The decision confirmed that cross-border oppression disputes can, in appropriate circumstances, be resolved through arbitration in Singapore.

Statutory Reform and Regulatory Countermeasures

Governments and regulators are responding with targeted reforms aimed at balancing capital-market competitiveness, market integrity and minority shareholder protection.

Italy’s 2026 capital-markets reform, for example, seeks to address persistent corporate delistings by simplifying related-party transaction rules, consolidating mandatory bid triggers at 30%, reducing the pricing look-back period to six months and lowering the Article 111 squeeze-out threshold from 95% to 90%.

Finland’s proposed amendments to the LLCA would strengthen the special audit regime by extending audits to subsidiaries, introducing clearer management co-operation duties and creating criminal penalties for non-compliance.

Japan, meanwhile, is taking steps to address co-ordinated “wolfpack” activism. Courts, including in Chiiki Shimbunsha, have supported anti-activist rights plans containing acting-in-concert provisions. National security concerns are also becoming more prominent. Under the Foreign Exchange and Foreign Trade Act (FEFTA), the Japanese government issued a recommendation to an acquisition vehicle established by MBK Partners, ordering the vehicle to discontinue its solicited tender offer to take private Makino Milling Machine Co., Ltd. on the grounds that the offer constituted inward direct investment relating to Japan’s national security.

Shareholder Activism Across Key Jurisdictions

Activism takes different forms across jurisdictions, reflecting local market structures and legal frameworks. In Brazil, campaigns commonly focus on board representation, dividends, ESG and capital allocation, particularly in state-owned enterprises, with investors using tools such as cumulative voting, distance voting and CAM-B3 arbitration. Finland is more heavily characterised by disputes over take-private valuations and executive remuneration, with minority shareholders relying on redemption arbitration, special audits and shareholders’ nomination boards. In Germany, activists tend to target strategic direction, management changes, asset disposals and take-private transactions, using mechanisms such as motions of no confidence, special audits and appraisal proceedings.

Elsewhere, Indian activism centres on governance, related-party transactions, executive pay and delisting valuations, with class actions and oppression or mismanagement claims providing important avenues for shareholders. In Italy, investors are increasingly focused on acquisition structures, valuation discounts and take-private transactions, supported by simplified squeeze-out and acquisition procedures. Japan has seen growing activism around senior management, M&A pricing, management buyouts and capital returns, using shareholder proposals, appraisal rights and unsolicited bids, while companies have responded with measures such as acting-in-concert provisions. In Singapore, activism is more closely associated with board control, joint-venture disputes and corporate asset recovery, with investors relying on oppression claims and derivative actions and companies making greater use of arbitral and forum-selection mechanisms.

ESG, AI Governance and Strategic Resilience

Corporate governance in 2026 increasingly requires boards to address both sustainability expectations and rapid technological change.

North American markets are experiencing political resistance to mandatory ESG requirements, while other jurisdictions are embedding sustainability more firmly into corporate governance. Brazil’s Securities Commission (CVM), for example, has adopted IFRS S1 and S2 reporting guidelines under a “comply or explain” framework. In India, SEBI has institutionalised ESG reporting for the top 1,000 listed companies through its Business Responsibility and Sustainability Reporting (BRSR) regime. In Finland, environmental organisations and institutional investors regularly use annual meetings to propose constitutional changes addressing climate targets and fossil-fuel financing, often generating significant public debate.

AI governance is also becoming a core board responsibility. Italy has taken a particularly prescriptive approach. Amendments to its Consolidated Law on Finance (TUF) require listed companies, under Article 123-bis, to disclose policies governing AI systems in their governance reports. Article 149-ter further requires boards to ensure that automated monitoring tools used in internal controls are proportionate, verifiable and subject to effective human oversight.

Overall, shareholder activism and minority rights have reached a high degree of operational sophistication. Investors are using increasingly refined legal and procedural tools to pursue strategic outcomes, while boards are responding with more sophisticated defensive structures, earlier shareholder engagement and more carefully designed transaction strategies.

For corporate leaders and legal advisers, the challenge is to keep pace with the continuing evolution of legislation, judicial precedent and market practice across multiple jurisdictions at once.