In an era of frequent shareholder activism and shifting M&A dynamics, investors rely on rigorous independent analysis to make informed voting decisions with respect to a range of complex corporate situations. As discussed in a recent Q&A with our head of special situations research, Jason McCandless, notable trends in 2024 included activists targeting CEOs, and a rise in settlements reflecting constructive engagement between activists and target companies. Meanwhile, M&A volumes in 2024 remained at a historic low, and despite earlier speculation about a resurgence in deal-making in 2025, investors face a great deal of uncertainty about near-term prospects.
Against this backdrop, objective fundamental research and analysis is critical for activists in identifying potential targets, engaging successfully with companies and building strong campaigns that other investors will support. For other institutional shareholders, the ability to make well-informed voting decisions is also crucial to protect and build long-term value.
To meet demand for independent research covering activism and deals around the globe, Glass Lewis’ dedicated special situations research team covers transactions and proxy contests in more than 100 markets. The team delivered nearly 1,100 in-depth reports in 2024, with an average lead time of 12 days before final shareholder voting. This article breaks down the team’s value-focused approach to analyzing contested situations and financial proposals, based on decades of governance expertise and extensive stakeholder engagement.
The Glass Lewis Approach
When reviewing M&A transactions, we carefully examine transaction terms, strategic rationale, company valuation, and regulatory risks to provide clear assessment of whether the proposed deal is likely to create long-term value. Our analysis begins with a review of the financial aspects of the proposal to determine if the terms fairly compensate shareholders and whether purchase prices reflect the true value of the target and combined entity. We also scrutinize whether the deal was structured through a well-managed process, with independent board oversight and a competitive bidding process.
Beyond financial terms, we consider whether other strategic rationale aligns with company goals and long-term shareholder interests. This includes assessing whether anticipated synergies, product diversification or market expansion opportunities are realistic, or whether a target could create more value as an independent entity. Regulatory considerations such as potential anti-trust hurdles are also considered, especially for deals in industries subject to special scrutiny. Finally, we assess if all shareholders are fairly considered including whether appropriate governance mechanisms are in place to protect the interests of minority investors.
In assessing contested director elections, Glass Lewis takes an independent approach to evaluating both the dissident’s proposals and the company’s response. This begins with consideration of the dissident’s plan and the rationale behind proposed changes to the company’s strategy, board composition, or management, including any legitimate governance or performance concerns raised, and whether proposed solutions are likely to enhance shareholder value. We also evaluate the company’s response, considering factors such as financial performance, governance practices, and strategic direction. If the company has a history of underperformance, governance issues, or misaligned executive incentives, we evaluate the dissident’s plan compared with any credible steps current leadership has taken to address these concerns.
Board composition is also analyzed based on qualifications, experience, and independence of both incumbent board members and dissident nominees. We assess whether the proposed changes would strengthen the board’s ability to oversee management effectively and enhance corporate strategy. As with M&A proposals, our evaluation finally considers the broader interests of all shareholders, including minority investors, to ensure alignment with shareholder value rather than the interests of a specific group.
Empowering Decision-Making
For activist investors, objective research is essential in making the case for change, influencing shareholder sentiment, and assessing the strength of prospective proposals. When seeking reforms, activists benefit from independent validation of key concerns, including any governance issues, financial underperformance, or strategic missteps identified in research like that of Glass Lewis. Reviewing in-depth research reports, activists can help to identify potential target companies, develop stronger campaign strategies, and ensure that arguments are supported by rigorous and unbiased analysis.
Independent analysis also helps investors enhance due diligence and mitigate risk before launching campaigns. By assessing a target’s possible governance weaknesses, performance deficiencies, executive incentives, and potential regulatory hurdles, activists can better anticipate challenges and refine their strategies.
To learn more about Glass Lewis’ research and data on special situations, see our methodology document or contact us.
