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One 44 Advisory

One 44 advisory

Stability Under Pressure

Shareholder Engagement & Activism Defense

Whether you’re Shoring up engagement or preventing activism, we help you implement best practices across shareholder communication, governance, executive compensation and proxy voting, while keeping customers, employees and local communities aligned behind the same plan.

Request a free consultation

Tell us what you’re working on. We’ll come back with a short written read on what we see and what we’d look at first. No obligation, and no sales sequence.
Consultation Form

What A Defense Program Covers

An activist builds the case before they build the position. These six components let you read that case first, while you still have room to answer it.

Activism Vulnerability Assessment

We assess your company the way an activist would screen it: valuation against peers, ownership concentration, governance, compensation and balance sheet use. You see the case before anyone makes it.

Shareholder Communication

A year-round engagement program rather than a proxy-season scramble. Your largest holders should understand your strategy long before anyone asks them to vote on it.

Governance Review

Your governance arrangements benchmarked against best practice and proxy advisor policy, so the most easily criticised structures are addressed on your terms rather than someone else's.

Executive Compensation

Pay structures reviewed against peers and against how proxy advisors actually score them. Compensation is where a great many activist campaigns find their opening argument.

Proxy Voting & Vote Projection

A realistic read of how a contested vote would count, holder by holder, so the board is making decisions against arithmetic rather than assumption.

Stakeholder Alignment

Customers, employees and local communities kept aligned behind the same plan. A contest is never confined to shareholders, and these groups are always cited in the argument.

What Your Board Receives

Material written for a board that may need to move on it quickly, plus a program that earns its keep whether or not anyone ever turns up.
  • Vulnerability assessment scored across five attack surfaces
  • Governance and executive compensation benchmark against peers
  • Proxy vote projection, holder by holder
  • A year-round shareholder engagement program with owners and cadence
  • Stakeholder alignment plan for employees, customers and communities
  • A confidential preparedness briefing, rehearsed with the board rather than simply circulated

Where Boards Usually Are When They Call

Companies With No Activist In Sight

Nothing has happened and nothing is expected. This is the best possible time to find out what you'd be criticised for, because everything you fix now is simply good governance.

Boards Seeing Early Signals

Unusual accumulation, a persistent valuation gap, or a shareholder whose tone has changed. Signals that deserve a proper read rather than a corridor conversation.

Companies Already In A Contest

A stake is disclosed and the annual meeting is coming. You need an accurate count and an honest view of which criticisms will land.

What clients say

The vulnerability assessment read like a campaign deck written about us, which was exactly the point. Two of the five things on it we fixed inside a quarter. Nobody has ever had the chance to raise them.
Rosalind Achterberg-Nkemelu
We thought we knew how our top twenty holders would vote. The projection showed us we were wrong about four of them, and those four were the difference. I would rather have learned that in March than in June.
Thaddeus Mbeki-Lindqvist
What I valued most was being told plainly which of the criticisms against us were fair. Everyone else in the room was paid to tell us they weren’t. That honesty shaped a much better response.
Ingeborg Castellanos-Duffy

Everything Gets Harder The Day A Stake Is Disclosed

Before that day, this work is indistinguishable from good governance and nobody outside the company needs to know you did it. Afterwards, every move you make is read as a reaction, the clock belongs to someone else, and the bill is a multiple of what preparation would have cost.
Call: 646-373-9104

From Assessment To Readiness

Six to eight weeks to a full assessment and engagement program. Compressed considerably if something is already in motion.

1

Assess

We screen your company the way an activist would, across valuation, ownership, governance, compensation and capital allocation.

2

Count

We project how a contested vote would actually go, holder by holder, and map the sentiment behind each position.

3

Close Gaps

You get a prioritised plan covering the vulnerabilities worth fixing, and an honest note on the ones that aren't.

4

Engage

We help you run the year-round program and monitor your register, so early signals reach the board while options remain open.

Frequently asked questions

What is shareholder activism defense?
Activism defense is the work of identifying what an activist would target in your company and addressing it before one does. In practice that means assessing your vulnerabilities across strategy, governance, compensation and capital allocation, understanding how your shareholders would actually vote, and building the engagement that keeps long-term holders on side.
Vulnerability is usually a combination of a valuation gap against peers, a concentrated or drifting shareholder base, governance or compensation arrangements that screen poorly, and an underused balance sheet. Individually these are common. Together they form the profile activists screen for, and most companies have never seen themselves assessed that way.
That is the best time to do it. Once a stake is disclosed publicly your options narrow sharply and everything you do is read as a response. The same work done in advance is simply good governance and better shareholder engagement, and it costs considerably less.
They are the same work at different levels of urgency. Engagement is the year-round relationship with your holders that means they already understand your strategy. Defense is what that relationship is worth on the day someone asks them to vote against you. Companies with strong engagement rarely need much defense.
They are frequently the entry point. An activist rarely opens on strategy alone, because governance and pay are easier to criticise and attract proxy advisor support. Reviewing both against best practice removes the most available arguments before anyone makes them.
Because a contest is rarely confined to shareholders. Employee confidence, customer relationships and local standing all come under pressure and all get cited in the argument. Keeping those groups aligned behind the same plan is part of the work, not a separate exercise in communications.

How Exposed Are You, Really?

Tell us what your board has been circling back to. We’ll give you a candid read on how this company screens from the other side of the table, and whether that’s a conversation worth continuing.
Request an opportunity assessment