Retail investors are increasingly shaping corporate governance and M&A transactions, driven by the availability of accessible financial platforms and a growing willingness to exercise their shareholder voting rights. Unlike institutional investors, who have historically dominated shareholder votes, retail investors represent a dynamic and expanding bloc that companies must engage strategically. This report examines the rise of retail investor influence, key drivers of their participation, and actionable strategies for corporations to leverage this trend in critical M&A votes.

The Growing Influence of Retail Investors

Retail investors are becoming a pivotal force in US markets. According to Goldman Sachs, it is estimated that 38% of all US stocks are held directly by retail shareholders. Additionally, they anticipate U.S. retail investors will purchase $450 billion in shares in 2025, underscoring their significant economic impact. Younger investors, particularly Millennials, are driving this trend.

This group, however, participates in corporate elections at a far lesser rate than their institutional counterparts. Our analysis of hundreds of shareholder meetings in 2025 found that barely 30% of retail shareholders vote in shareholder meetings, without solicitation. That number easily doubles when retail engagement strategies are deployed.

Drivers of Retail Investor Engagement

The surge in retail investor ownership is largely attributable to digital innovation. Online commission-free trading platforms, such as Robinhood, have democratized access to financial markets, with Robinhood reporting 25.2 million accounts at the end of 2024 compared with 5.1 million at the end of 2019. Social media platforms, including Reddit, Stock Twits, Yahoo, and emerging social investing platforms like Traderverse.io, have further amplified ownership and engagement by fostering discussions on investing and voting strategies for retail-heavy stocks.

Strategic Engagement with Retail Investors

Engaging retail investors requires a shift from traditional approaches. While institutional investors participate in 92% of shareholder meetings, only 30% of retail investors are currently active, presenting both a challenge and an opportunity. Long gone are the days when proxy solicitors could just pick up the phone and ask shareholders to vote.

We estimate that 50% of all small-cap M&A transactions succeed because active solicitation of the retail shareholders pushed the vote over the needed threshold. Companies must adopt proactive, transparent, and digital-first strategies to mobilize this group effectively.

Looking Ahead

Retail investor influence is poised to grow further, and as institutional activism continues to rise, retail investors offer a strategic counterbalance for executives navigating governance challenges.

To capitalize on this opportunity, companies should partner with shareholder advisory firms to identify retail investors and tailor engagement strategies.  By investing in these relationships early, corporations can build a loyal retail shareholder base to support long-term success.

Conclusion

The rise of retail investors marks a transformative shift in corporate governance and M&A transactions. By leveraging digital tools, transparent communication, and targeted outreach, companies can harness this growing bloc to influence M&A votes and other pivotal decisions. Proactive engagement, informed by data and expert guidance, will be critical for executives seeking to navigate this evolving landscape effectively.

A targeted strategy can help ensure your proxy vote passes without problems.

M&A Transactions are arguably the most consequential events companies can take on—for buyers, sellers and the C-Suites in the middle. From understanding shareholders to targeting the investors that truly matter, executives must be proactive in the run-up to these all-important corporate reforming proxy votes. This is particularly true when investor opposition and public scorn can stymie deals before they are consummated.

To ensure executives appreciate the risks and opportunities of M&A shareholder votes, 成人视频 has developed a list of Do’s and Don’ts, explaining how partnering with industry experts can help a deal go smoothly.

The Don’ts

Don’t assume you have the vote or be passive. For a shareholder vote to succeed, executives must know their shareholder base. Even with a premium-priced transaction, deals can only succeed if companies develop a detailed picture of their shareholders.

Careful stock surveillance or Ownership Intelligence is therefore important, because it offers an early indication as to how a deal is being met by the marketplace and investors. Ownership Intelligence is market surveillance that identifies and tracks the true institutional shareholders holding share positions and hiding behind custodians in a company’s stock.

Don’t forget about the sell-side analysts—they can be a powerful ally in articulating the deal terms. Too often, companies overlook the role of sell-side analysts during an M&A transaction. But these individuals are regularly in front of your investors. If analysts misunderstand or misinterpret the transaction, that misunderstanding can trickle into the shareholder base, especially for institutional investors who lean on analyst notes for quick takes.

Spend time ensuring the sell-side understands the transaction rationale. If you’re not proactive in this area, you run the risk of leaving the narrative to be interpreted—or misinterpreted—by others. And once a negative view takes hold in the market, it’s hard to unwind.

Even with a premium-priced transaction, deals can only succeed if companies develop a detailed picture of their shareholders.

Don’t believe your shareholder base has remained static. Pay attention to share-holder base shifts—stock loan analysis is critical. Once a deal is announced, the makeup of the shareholder base will change radically and rapidly. Stock loan analysis identifies the top institutions lending out shares to short sellers and helps you assess how this impacts the voteable share positions.

Why is this important? Because a large institution like Vanguard or BlackRock might report a significant record date stake in your company’s stock. However, since they both actively engage in securities lending, a portion of those shares could be out on loan and are not eligible to vote. This effectively reduces the voting power of that institution on its reported record date position.

Companies that fail to do this early in the transaction may find themselves wondering where certain institutional votes are at the last minute when fewer votes have appeared from record date positions. By this time, it might be too late to scramble to replace those lost votes.

The Dos

Do take a proactive approach—this is not a routine shareholder meeting. Just the threat of an activist investor seeking more is enough to know that companies must communicate with all investors, regardless of the premium involved. The statistics are stark: M&A demands appeared in over half of H2 2024 campaigns.

M&A votes demand an all-hands-on-deck approach; a company should have its regular proxy solicitor and IR firm on board. Don’t switch up your team. Now is not the time to be holding the hand of a new firm.

Do include retail shareholders in your strategy—they can make or break the vote. Retail shareholders specifically registered and NOBO shareholders can be the difference between a successful vote and failure. More times than not, companies facing tough votes have relied on the retail shareholders to push the vote over the needed threshold.

Retail engagement campaigns take time; that’s why it’s critical to plan upfront to include them in the overall strategy.

M&A shareholder votes should not fail, but they do, and if you’re a C-Suite executive or board member, you certainly don’t want it to happen to your deal. By adopting a targeted strategy—one dovetailing best-in-class ownership intelligence, end-to-end shareholder engagement with focused investor relations—companies can ensure M&A votes pass without problems.

Will Present Case to New Trump Administration

成人视频, a global corporate consulting and communications firm, has kicked off a campaign to change a 40-year-old Securities and Exchange Commission rule that allows large stockholders to remain anonymous to the companies that they are invested in, announced Joseph Caruso, the 成人视频 CEO.

Caruso argues that under current SEC rules, American public corporations and investment companies are at a serious disadvantage because corporate boards are shielded from the identity of some of their biggest stockholders.

The roadblock to investor transparency was established by the Securities and Exchange Commission in the mid-1980s. It allowed owners of company stock to be classified as either objecting beneficial owners (“OBOs”) or non-objecting beneficial owners (“NOBOs”). OBOs do not want their name, address, and direct share positions disclosed to the company’s management by the broker or intermediary who purchased the stock for them. NOBOs, on the other hand, do not object to such information being disclosed.

To change the regulations on shareholder ownership, 成人视频 created a group called the Shareholder Ownership Transparency Alliance () whose goal is to convince Congress to eliminate the OBO classification and thus allow publicly traded companies equal access to all their shareholders. SOTA will present information on the failings of the OBO rule and a signed by corporate executives and shareholders from around the county who support the elimination of OBOs to the House Finance Committee when the new Congress convenes in 2025.

“At a time when every member of Congress and just about every federal and state regulatory agency is demanding more transparency from corporations – to the point where companies are counting the number of electrical vehicles in their parking lots – one of the most crucial corporate transparency issues is going unaddressed,” says Caruso.

“The present system of shareholder communication is cumbersome, time-consuming and costly and ultimately that cost is borne by the shareholders,” notes Caruso. “The NOBO and OBO rules were made when Ronald Reagan was president and were welcomed at that time. It’s now time to bring stock ownership into the 21st Century.”

Many of the OBO accounts are held by high net-worth individuals, hedge funds and foreign investors, who hide their identity and shield their positions from management. Their ability to mask their identity – and their ownership stake in a company gives OBOs an unfair advantage that is both costly and extremely disruptive to management teams who are working to run the business for the benefit of all stakeholders, explained Caruso.

“To pass complex shareholder proposals that benefit a company’s future, companies need to secure voting support from all their shareholders. Having an unidentifiable shareholder segment with a meaningful share position can cause havoc to the outcome of a shareholder meeting,” said Caruso, whose firm helps corporations solicit shareholder votes.

Caruso added that from his talks with hundreds of corporations about the OBO issue; “I doubt there is a single American corporate executive who would not support an update in shareholder rules that allows companies to talk directly to their biggest and most influential stockholders.”

Help For Small Companies

Caruso says the lack of shareholder transparency is a more acute issue for small, emerging companies since all public companies are forced to work primarily through one monopolistic, third-party company. This intermediary charges exorbitant, non-negotiable fees to send proxy vote materials to their investors.

“Major multinational corporations like Disney can afford the huge expense of secure lists of NOBO stockholders when they need votes for an important or contentious shareholder meeting. And they will spend millions of dollars to do it, which is a waste of the shareholders’ money,” says Caruso.

Caruso adds that making all shareholders transparent to corporate boards poses no danger to the investors. “All the companies want to do is talk to them; to explain the positions they are taking and why their support is needed for a certain proposal. None of the companies want to – nor should they be allowed – to sell their shareholder information,” said Caruso.

The 成人视频’ CEO noted that corporate executives in Europe and Asia operate with much more transparency about who owns their companies. “Foreign companies have a distinct advantage both financially and strategically over American firms,” said Caruso. To help American companies succeed in global competition, the new administration in Washington needs to update a 40-year-old rule that is a hindrance to corporate communication.

Caruso said he believes, “success in this initiative will benefit both the corporations and small individual shareholders. It is the small shareholders who are hurt the most by these rules. There are no losers as a result of the change in policy that we are proposing.” Change in policy that we proposing.”

To learn more about the importance of erasing the OBO, and to support the elimination of the OBO secrecy, please go to .

Contact:
W. Sam Chandoha
1-917-873-2949
schandoha@allianceadvisors.com

Mergers and acquisitions (M&A) are among the most significant events in corporate strategy—impacting buyers, sellers, and executives navigating these high-stakes deals. In 2024 alone, reached $3.5 trillion globally, and with a business-friendly administration, deal volumes may rise even further. However, successful M&As require meticulous planning and strategic shareholder engagement to overcome potential opposition and secure a smooth transaction.

From understanding shareholder dynamics to targeting key investors, executives must be proactive ahead of crucial proxy votes, as shareholder dissatisfaction can derail deals before they close. In an environment where activist investors and public scrutiny can quickly shift sentiment, securing shareholder approval demands a well-executed strategy.

Conclusion: Ensuring a Smooth M&A Vote

M&A shareholder votes should not fail—but they do. For executives, a failed vote can derail months of planning, strategic vision, and careers. The key to success lies in a comprehensive approach that integrates:

• Best-in-class Ownership Intelligence to track investor sentiment.
• End-to-end shareholder engagement tailored to diverse investor types.
• Focused investor relations strategies to counter opposition and build support.

By embracing these best practices, companies can navigate M&A shareholder votes with confidence—ensuring successful, dispute-free transactions.

Wherever you look, shareholder activism is on the rise. As a recent uncovered, 2023 saw shareholder activism reach a four-year global high, with almost 1,000 companies subjected to activist demands publicly. With this trend seeming set to continue – nearly a quarter of companies disclosed the potential for activism in their 10-K reporting – executives must understand the precise threats they’re likely to encounter.

In practice, these risks are largely dependent on location. From environmental campaigns becoming more prominent in the US, to governance reforms in Asia, there is significant global variation. Leaders must grasp the issues they’ll encounter before entering the boardroom – here  成人视频 explores what executives across a trio of geographies should expect.

Europe

Europe has traditionally been a hotbed of shareholder activity, a trend that’s set to continue through 2024. As a poll by , over half of European respondents expect a rise in shareholder activism over the next year, while two-thirds of activists expect their organisation to be involved in at least three campaigns. And if financial and political uncertainty stymied some proxy battles in 2023, that looks set to change too, with 98% of executives predicting a resurgence in visible, public disputes. And this is evident in practice. At the end of March 2024, shareholders in AstraZeneca said they a proposed £18.7 million compensation package for the pharma giant’s CEO. That speaks to a broader trend: between lacklustre economic performance and concerns for social justice, stakeholders across the continent are less likely to tolerate large executive pay deals, particularly when needing to compete with dynamic American rivals.

In the case of companies like Unilever, that’s when rebellions over pay intersect with broader disputes over corporate direction – the British multinational was criticised for botching a buyout involving GSK. There are, of course, ways forward for concerned European executives. One is to embrace pay performance schemes, an tactic across the continent. Another is leveraging external expertise to understand exactly what shareholders are planning – then acting to stop opposition before it crystallises.

North America

In March 2024, the US Securities and Exchange Commission (SEC) on climate disclosure. Among other things, companies are now expected to report both direct and indirect carbon emissions, as well as how they plan to manage climate risk. While the final requirements are somewhat less stringent than some insiders feared, the prospect for environmental activism remains. As sustainability nonprofit Ceres , a record 263 climate-related shareholder resolutions have been filed across North America so far this year, with JPMorgan and Citigroup among the giants under pressure.

Other regulatory changes, notably , presage greater ESG activism in additional areas. Triggered when a shareholder plans to solicit at least 67% of voters, the so-called ‘universal proxy card’ rule obliges both executives and dissidents to list every board nominee on a single slate. Especially for remote voters, that makes activism easier, as evidenced by the between unions and Starbucks. Shadowed by the potential for M&A activism in Canada – with an economy concerns, climate-conscious shareholders are inclined to worry – and executives will obviously be busy. Beyond carefully understanding the updated rules, securing expert outside expertise can help, especially in relation to securing intelligence on how institutional shareholders are likely to vote.

Asia

A longstanding corporate cliche is that Asian shareholders are less inclined to activism than their colleagues elsewhere, but this is changing fast. In March, for example, the Federation of Korean Industries boardroom battles in the East Asian country have risen nine-fold since 2019. Markets as varied as and are moving in the same direction, and though the specifics vary across borders, executives should be conscious of common themes. One example involves governance reform. In Japan, the Stewardship Code and Corporate Governance Code aim to align shareholder and corporate interests, for instance by discouraging cross-shareholdings. That’s echoed by similar pushes in China and India, with the results already impacting individual boardrooms.

In February, shareholders at Korean conglomerate Samsung pushed the company to , among other changes. From the perspective of squeezed executives, it doesn’t help that Korean stocks perennially underperform, with activists across the region increasingly vocal in their criticisms of poor executive management. Ariake Capital recently in Chiba Kogyo Bank to lobby for bolstered employee incentives, while Fuji Soft has faced pressure to sell non-core holdings. Suffice to say that company leaders must robustly engage shareholders in advance, which can be made easier if they can rely on outside professionals.

Overall, it seems clear that shareholder activism through 2024 will be even more prominent than in 2023 – something that will inevitably cause problems for executives unwilling to listen and act upon their concerns. Fortunately, expert advice is available, ensuring executives emerge from activist campaigns stronger than before.

Read the original article

Wherever you look, shareholder activism is on the rise. As a recent uncovered, 2023 saw situations reach a four-year global high, with almost 1,000 companies subjected to activist demands publicly. Yet if this trend is set to continue – nearly a quarter of companies disclosed the potential for activism in their 10-K reporting – executives must equally understand the precise threats they’re likely to encounter.

In practice, these risks are largely dependent on location. From environmental campaigns becoming more prominent in the US, to governance reforms in Asia, these vary significantly, and leaders must grasp the issues they’ll encounter before entering the boardroom. 成人视频 explores what executives across a trio of geographies should expect, and how they can keep shareholders at bay.

North America

In March 2024, the US Securities and Exchange Commission (SEC) on climate disclosure. Among other things, companies are now expected to report both direct and indirect carbon emissions, as well as how they plan on managing climate risk. And though the final requirements are somewhat less stringent than some insiders feared, the prospect for environmental activism remains.

As sustainability nonprofit Ceres , a record 263 climate-related shareholder resolutions have been filed across North America so far this year, with JPMorgan and Citigroup among the giants under pressure. Other regulatory changes, notably , presage greater ESG activism in other areas too. Triggered when a shareholder plans to solicit at least 67% of voters, the so-called ‘universal proxy card’ rule obliges both executives and dissidents to list every board nominee on a single slate. Especially for remote voters, that makes activism easier, as evidenced by the between unions and Starbucks.

Shadowed by the potential for M&A activism in Canada – with an economy concerns, climate-conscious shareholders are inclined to worry – and executives will obviously be busy. Beyond carefully understanding the updated rules, securing expert outside expertise can help, especially around securing intelligence on how institutional shareholders are likely to vote.

Europe

Europe has traditionally been a hotbed of boardroom activity, a trend that’s set to continue through 2024. As a poll by , over half of European respondents expect a rise in shareholder activism over the next year, while two-thirds of activists expect their organisation to be involved in at least three campaigns. And if financial and political uncertainty stymied some proxy battles in 2023, that looks set to change too, with a full 98% of executives predicting a resurgence in visible, public disputes.

That’s clear enough in practice. At the end of March, for instance, shareholders in AstraZeneca said they a planned £18.7m compensation package for the pharma giant’s CEO. That speaks to a broader trend: between lacklustre economic performance and concerns for social justice, stakeholders across the continent are less likely to tolerate large executive pay deals, particularly when needing to compete with dynamic American rivals. In the case of companies like Unilever, that’s when rebellions over pay intersect with broader disputes over corporate direction – the British multinational was criticised for botching a buyout involving GSK.

There are, of course, ways forward for concerned European executives. One is to embrace pay performance schemes, an tactic across the continent. Another is leveraging external expertise to understand exactly what shareholders are planning – then acting to stop opposition before it crystallises.

Asia

A longstanding corporate cliche is that Asian shareholders are less inclined to activism than their colleagues elsewhere. But this is changing fast. In March, for example, the Federation of Korean Industries boardroom battles in the East Asian country have risen nine-fold since 2019.

Markets as varied as and are moving in the same direction, and though the specifics vary across borders, executives should nonetheless be conscious of common themes. One example involves governance reform. In Japan, after all, the Stewardship Code and Corporate Governance Code aims to align shareholder and corporate interests, for instance by discouraging cross-shareholdings. That’s echoed by similar pushes in China and India, with the results already impacting individual boardrooms. In February, to give one example, shareholders at Korean conglomerate Samsung pushed the company to , among other changes.

From the perspective of squeezed executives, it doesn’t help that Korean stocks perennially underperform, with activists across the region increasingly vocal in their criticisms of poor executive management. Ariake Capital recently in Chiba Kogyo Bank to lobby for bolstered employee incentives, while Fuji Soft has faced pressure to sell non-core holdings. Suffice to say that company leaders must robustly engage shareholders in advance, much easier if they can rely on outside professionals.

Overall, it seems clear that shareholder activism through 2024 will be even more prominent than in 2023 – something that’ll inevitably cause problems for executives unwilling to listen and act upon their concerns. Fortunately, expert advice is available, ensuring executives emerge from activist campaigns stronger than before. 

On September 1, 2022, we saw the dawn of a new era in proxy fights. On that day, new and amended Securities and Exchange Commission rules went into effect requiring the mandatory use of universal ballots or universal proxy cards (UPC) in virtually all non-exempt proxy fights. A universal proxy card is one on which the issuer and the dissident nominees are listed on each side’s proxy card.

The UPC provides a shareholder voting by proxy with the same rights as if they attended the shareholder meeting. If a shareholder goes to a shareholder meeting, they are given a ballot that lists the nominees for both management and the dissident. This allows the shareholder to pick and choose candidates from either side. The universal proxy card allows a shareholder to vote for a combination of management and dissident nominees. Just as they could if they went to the shareholder meeting and voted by ballot.

The new rules represent a major change to the proxy rules that will:

• Impact strategic planning in proxy fights.
• Impose new timing requirements on issuers and dissidents.
• Potentially increase the overall number of proxy fights and threatened proxy fights.
• Potentially increase the number of settlements, since some issuers may be wary of waging fights that expose the “weakest” incumbent directors.
• Fundamentally change how proxy fights are run.

Learn what these changes mean to the future of proxy fights

Just like informed decision-making is crucial in corporate governance, strategic betting relies on expert insights. and provides that.

ADVISORY OVERVIEW

For every company worldwide, understanding the best course of action at every stage of its growth is critical to its success. To navigate these waters, no matter the phase of your company, the support of a trusted corporate advisor with a deep understanding of every step and potential hurdle can be the difference between the success or failure of your business plan.

Let’s outline three phases of business and how partnering with a corporate advisory firm plays a vital role in determining your company’s success:

NEWLY PUBLIC COMPANY

For a company that has just gone public, laying the groundwork for a corporate governance strategy ensures you will avoid potential pitfalls that can derail your board presentations and slow potential growth. it is important that you assess the continued necessity of pre-IPO governance provisions. and remove any that don’t fit your future goals.

ESG will need to take a focal point. Over the last few years, environmental, social, and government concerns have become a central focus for investors, which means any business practices that are aligned to these criteria must be a focus of your business plan.

With a combination of research and long-standing industry relationships with investor groups, a corporate advisory partner will handle the necessary steps to understand your shareholder profile as it relates to ESG and all corporate decisions. They will perform peer ESG benchmarking to ensure you match your competition’s targets, educate senior management and the board on potential proxy vote issues and key corporate governance priorities and identify areas of improvement for ESG practices.

Your corporate advisory will also engage with institutional investors to solicit feedback on company practices and create an annual meeting coordination team to ensure shareholder meetings run smoothly.

COMPANY GROWTH

As your business and shareholder base grows, it’s important to stay proactive with your strategy, governance plans, and business targets. Understanding how your shareholders are voting at relative meetings will help you develop a winnable strategy. With that in mind, it’s critical that you plan for and institute the due diligence necessary for continued corporate growth.

Improving ESG disclosures that are of interest to your investors and reporting the key trends to your board are part of that effort. An experienced corporate advisory will take this a step further by expanding institutional outreach to gain broader insights into institutional investor impressions of company practices, track changes in ownership, and engage advisors to review proxy statements from a shareholder/advisory firm perspective. This objective and informed position give you the clearest understanding of your shareholders’ drivers and detractors, which in turn ensure your business strategy will gain the votes you need for progress.

MATURITY

To plan for continued future growth, the focus stays on your shareholders, their concerns, and their proposals. Keeping an ear open to their interests allows you to project vote outcomes prior to annual meetings to alert management and the board of potential challenging votes.

As the world continues to evolve, ESG trends will as well. To be sure you stay compliant and meet the needs and asks of your shareholders, keeping track of emerging changes to ESG targets will allow you to take a leadership role in your industry by incorporating these into company practices.

During your company’s lifecycle, tracking, reporting, and understanding the evolution of your shareholders’ interests as well as emerging or shifting corporate governance concerns give you the insight you need to develop a business strategy that will succeed at your Shareholder and Annual General Meetings.

A corporate advisory partner is a key to that understanding, leveraging their industry relationships with institutional shareholders, understanding potential hurdles based on extensive experience with annual and shareholder meetings, and using research and data modeling to effectively project outcomes. Do your research on corporate advisory firms early in your business lifecycle and stabilize your governance and business processes for the best results in your company’s evolution.