Shareholder activism is not going away – but it is evolving. This session reviews the state of the art in aggressive shareholder activist techniques and in effective corporate response. Boards often respond to activist pressure by agreeing to place at least one activist director on the board. But is this the smartest approach? When will institutional investors support a board who pushes back against activist proposals? This panel will discuss how and when boards resist activist pressure, how boards can assess their vulnerability to activist campaigns, and steps that can pre-empt activist campaigns. The session will also address the growing tendency for passive investors to withhold votes for directors on issues such as board diversity, compensation, and other governance matters. In addition, we will explore the critique that activism promotes corporate short-termism, and, if so, what can be done to address that problem.