Activism & Dissenting Voices: From Wall Street to Main Street

In Person  |  September 11, 2025  |  7:00 AM - 9:00 AM CDT | Houston, TX

Board members and executives gained practical insights into how to approach activism with confidence and foresight. The discussion emphasized the importance of directors exercising agency by thinking like long-term shareholders and remaining attentive to investor sentiment. Attendees learned that cultivating a strong board culture—rooted in trust, respect, and active engagement—helped directors voice dissenting views constructively while avoiding passivity. The panel highlighted how effective onboarding and continuous education enabled directors to understand their companies deeply enough to challenge management when necessary. Participants also recognized that board hygiene, including purposeful meeting materials, thoughtful minutes, and disciplined communication, served as critical defenses against activist pressure and litigation risk. The session underscored the need for proactive shareholder engagement and careful planning for activist approaches, especially for smaller companies with fewer resources. Attendees left with a clearer understanding of when to listen, when to respond, and how to balance fighting versus settling in activist situations.

Key Topics Covered

• Director agency and “think like a shareholder” mindset

• Board culture: trust, respect, constructive dissent, listening

• New-director onboarding and ongoing education

• Board materials quality: brevity, clarity, valuation gaps, value creation tracking

• Minutes and documentation standards; privilege considerations

• Individual/board/committee evaluations; director refresh & succession; vulnerabilities (tenure, overboarding, misaligned experience)

• Activism readiness: common theses, cadence for review (portfolio, capital allocation, board composition)

• Shareholder engagement program (ongoing, not episodic)

• Protocols for activist engagement; unified voice; avoiding divide-and-conquer

• Small/mid-cap resource gaps and role of external advisors

• Decision framework for fighting vs. settling (private vs. public dynamics; timing; signals to broader market)

Key Takeaways

• Exercise agency daily: Stay engaged between meetings—track investor sentiment, listen to earnings calls, and bring outside perspectives into the boardroom.

• Foster board culture: Build trust and respect that encourage dissenting voices, constructive debate, and active participation.

• Prioritize onboarding and learning: Do the homework before and after joining; understand the business deeply enough to challenge management effectively.

• Demand decision-useful information: Board packs should be focused, clear, and include valuation gaps, value creation metrics, and strategy alignment.

• Maintain board hygiene: Keep minutes clear but not transcript-level, communicate with discipline, and ensure directors are fully present during meetings.

• Prepare for activism: Engage shareholders continuously, align with management on potential theses, and decide pragmatically when to fight or settle.

Program Videos

Activism & Dissenting Voices: Full Program Video | Recorded Sept. 11, 2025

Why Passive Directors Fail: Think Like an Activist to Lead Effectively | Recorded Sept. 11, 2025

Board Pack Overload? How Directors Can Get the Right Information | Recorded Sept. 11, 2025

Board Vulnerabilities: What Activists Target Again and Again | Recorded Sept. 11, 2025

Universal Proxy Era: Director Evaluations & Succession—Strengthening Board Composition | Recorded Sept. 11, 2025

When Activists Call the Board: Who Should Speak (and Who Shouldn’t) | Recorded Sept. 11, 2025

Fight or Settle? How Boards Decide Their Activist Strategy | Recorded Sept. 11, 2025

Program Resources

NACD:

• Build Boards That Outperform Activism
• Board Strategy in a New Era of Activism
• The New Age of Shareholder Activism

Baker Botts

• Antitrust Scrutiny of Investors Under a New Administration

Wachtell, Lipton, Rosen & Katz:

• Dealing with Activist Hedge Funds and Other Activist Investors

Panelists

Director, Saudi Aramco, Kiewit, TSMC

Lynn Elsenhans

The former chair and CEO of Sunoco and Sunoco Logistics, Lynn Elsenhans served Sunoco from August 2008 until May 2012. Before joining Sunoco, she had a 28-year career with Royal Dutch Shell…

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Former CEO, Beyond, Inc.; Director, The J.M. Smucker Co., Bloom, Nursa

Jonathan Johnson

Jonathan Johnson is the former Chairman and CEO of Overstock.com (now Beyond) (NYSE: BYON) where over 21+ years he helped build the company from a small start-up to a company with ~$3B in sales... 

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Partner, Wachtell, Lipton, Rosen & Katz

David Katz

David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz in New York City, an adjunct professor at the New York University (NYU) School of Law, and chair of the board of advisors of the NYU Law Institute for Corporate Governance and Finance…

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Partner, Baker Botts; Director, Lone Star Legal Aid, NACD Texas TriCities Chapter

Travis Wofford

Wofford is chair of Baker Botts LLP's Corporate Department in Houston, and vice chair of the Firm's Mergers & Acquisitions Practice. He practices corporate and securities law, advising numerous public and private businesses, their boards, and special committees on...

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