Shareholder activism is not going away, but it is evolving in directions that demand high level boardroom attention. This session will review the state of the art in aggressive activist techniques and best practices for effective corporate defense. The panelists will pay particular attention to the unprecedented proxy battle at Exxon, where an insurgent activist fund with a miniscule stock position has mounted an effective and aggressive threat to the board of one of the world’s largest corporations. The Exxon battle is also the first major proxy contest to conflate climate concerns with a battle for corporate control – a trend likely to gain support among institutional investors. Boards often compromise with activists 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 analyze best practices in activist defense, 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.