Shareholder activism is not going away. A large percentage of boards that learn that an activist has accumulated a toehold position negotiate to place at least one activist director on the board. Is this the smartest move? Some large institutional investors complain that boards succumb too quickly, when they shouldn’t at all. How and when should a board fight back? How can a board assess its vulnerability to an activist campaign, and which steps can it take to help deter activist interest? How should boards respond to campaigns simply seeking increased dividends and share repurchases in contrast to campaigns that call for more fundamental shifts in strategy, such as sales, divestitures, or other forms of restructuring? Does all this activism promote “short-termism” in the board and, if so, what can be done to address that challenge? This session reviews the state of the art in aggressive shareholder activist techniques and in effective corporate response.