 Activism newswire. To register for a demonstration and trial of the product,

Amid a record year for share repurchases when measured in dollar terms, activists have been vying for a piece of the pie.

By the beginning of December, U.S.-based companies had faced 26 share-repurchase demands from activists since the start of the year, Diligent Market Intelligence (DMI) data show.

U.S. companies had repurchased an unprecedented $1 trillion worth of stock as of August 20, according to analysts at Birinyi Associates, who projected that the buybacks market was on track to hit $1.3 trillion by the end of the year.

And while the buyback wave has been to a large degree driven by big banks and technology companies, according to Derek Horstmeyer, professor of finance at George Mason University's School of Business, activists have also been leaning on the mechanism as a means to pressure boards.





Companies have been rolling out buybacks as they strive “to keep valuation levels up” for shareholders, Horstmeyer explained.

In 11 of the 26 cases examined by DMI, activists had success in persuading companies to carry out buybacks. Saba Capital Management was among those to find victory, winning buybacks commitments at three closed-end funds.

Engine Capital also notched a victory at Lyft, which agreed to expand its repurchase program to $750 million. The hedge fund had argued that Lyft’s depressed share price, strong balance sheet, and cash generation made a buyback a compelling way to unlock value. Founder Arnaud Ajdler ended his campaign in May, praising the board’s willingness to engage.

Keros Therapeutics also bowed to pressure on capital allocation announcing a $17.75-per-share repurchase of stakes held by ADAR1 and Pontifax some four months after ADAR1 failed in its bid to unseat two incumbents at the company’s June annual meeting.





Not every company gave in to activist pressure on buybacks. In several cases, proponents withdrew their demands after securing influence elsewhere, most notably in the boardroom. Five campaigns ended this way, with settlements that traded repurchase pressure for board seats or governance concessions.

At Autodesk, Starboard Value nixed its buybacks demand as part of a settlement that saw the software provider add Oracle finance chief Jeff Epstein and former Deloitte Senior Partner Christie Simons to the board.

Jana Partners was another to pull a buyback demand as it settled with frozen food company Lamb Weston, which revamped and expanded its board in June with six new appointees, among them Jana’s Scott Ostfeld. The activist, which disclosed a 5% stake last October, had initially pressed the company on “share repurchase strategy and execution” following what it called a series of “self-inflicted missteps” that hurt shareholder returns.





Capital return is poised to remain a central theme for activists into 2026 with a recent report by Goldman Sachs revealing that companies in the Russell 3000 repurchased a record $648 billion in the first half of 2025.

“Continued earnings growth, rate cuts, and declining policy uncertainty suggest share repurchases should continue to grow in 2026,” wrote David Kostin, Goldman’s chief U.S. equity strategist, in a post on LinkedIn.

But the boom is drawing some scrutiny from other stakeholders as the year ends, with some shareholder advocates warning that buybacks can distort financial metrics and inflate executive pay. At Palo Alto Networks’ December 9 annual meeting, the Vermont Pension Investment Commission advanced a novel proposal to strip buyback effects from the formulas that determine senior executive incentives. The cybersecurity company made the case that such a change would tie its hands on compensation design and restrict tools needed to align pay with long-term shareholder interests. Despite the core argument that senior executive pay should be aligned with operational results and the individual contributions of senior executives, not financial engineering, the proponent won just 3% support for its resolution.

IN-DEPTH: Activists look to buybacks as spending soars 

 face mounting pressure to demonstrate governance maturity. As regulatory expectations intensify and investor scrutiny grows, organizations that relied on spreadsheets and manual processes now recognize that these approaches cannot scale with their growth trajectory.

The question isn't whether to implement GRC automation, but how to transition strategically before governance gaps become deal-breakers during due diligence.

Recent data reveals the urgency: according to 

and finance systems are either completely siloed or only partially integrated. Meanwhile, legal and compliance leaders rate business risk at 7.9 out of 10 — a 36% increase since Q1 2025, per Diligent’s and Corporate Board Member’s 

In light of the above, this article explains how organizations can transition from manual GRC approaches to integrated automation platforms, covering:

What GRC automation entails and why it's critical for transaction readiness

Challenges of GRC automation and how to overcome them

Step-by-step framework for automating GRC successfully

How to overcome common obstacles during the transition process

Technology solutions that enable scalable, audit-ready GRC programs

GRC automation uses technology to centralize, standardize and streamline governance, risk and compliance activities across an organization. Rather than managing obligations through disconnected spreadsheets, email threads and manual reporting, automated GRC platforms provide a single source of truth for all compliance requirements, 

, policy management and regulatory tracking.

For companies moving toward transactions, GRC automation delivers three critical capabilities:

It creates comprehensive audit trails that demonstrate control effectiveness to investors and auditors

It enables real-time visibility into compliance status across all regulatory frameworks, rather than waiting for quarterly reports

It reduces the manual effort required to manage overlapping regulatory requirements by centralizing controls and automating repetitive tasks

The distinction matters for organizations preparing for heightened scrutiny. Manual GRC processes may have worked when the company had 50 employees and operated in one jurisdiction.

But as the organization scales to 500 employees across multiple markets, the same approach creates governance gaps that emerge during investor due diligence — exactly when they're most costly to address.

The regulatory landscape has fundamentally changed since companies could manage compliance obligations with spreadsheets. Organizations now navigate overlapping frameworks, including 

, industry-specific regulations and increasingly stringent data privacy requirements. Each framework demands continuous monitoring rather than periodic attestation.

This becomes essential as organizations approach transactions. Investors conducting due diligence assess whether the company's governance infrastructure can scale. Manual processes signal operational immaturity that directly impacts valuation. On the other hand, automated systems demonstrate that the company has built institutional-grade capabilities that support growth.

The shift from manual to automated GRC also reflects changing board expectations. Directors now expect continuous risk monitoring rather than quarterly reports that reflect outdated information. They need real-time dashboards showing compliance status, emerging risks and control effectiveness. Manual data gathering cannot deliver this velocity or accuracy.

Automated GRC platforms deliver measurable improvements across operational efficiency, risk management and compliance assurance:

Companies preparing for funding rounds or acquisitions spend months compiling governance documentation that should be continuously maintained. Automated systems maintain audit-ready records in real time, reducing 

 and preserves management focus on business operations rather than governance fire drills.

Rather than periodic assessments that create gaps between review cycles, automated platforms continuously monitor compliance status. Real-time alerts flag potential violations before they become material issues. This proactive approach prevents costly remediation when compliance gaps emerge during investor due diligence.

Siloed GRC efforts prevent organizations from recognizing overlapping controls across multiple frameworks. Automated platforms enable risk, audit and compliance teams to share data, coordinate assessments and eliminate duplicative work. The result is more comprehensive coverage with less effort.

Directors need strategic risk insights, not detailed compliance checklists. Automated GRC platforms aggregate data into executive dashboards that highlight material risks and emerging trends. This enables boards to focus on governance oversight rather than data validation.

Manual data gathering consumes significant staff time on repetitive tasks. Automation redirects these resources toward strategic advisory work that drives business value. The difference shows up during transactions — when compliance teams can focus on addressing investor concerns rather than scrambling to compile basic documentation.

Every action in an automated GRC platform creates timestamped records showing who assessed which risks, when controls were tested and how issues were resolved. These comprehensive 

 satisfy investor and regulatory scrutiny while protecting the organization from compliance questions.

Scalability without proportional headcount

As companies expand into new markets, acquire other businesses or face new regulatory requirements, automated systems can scale to accommodate increasing complexity. The alternative — hiring additional staff for each new obligation — creates unsustainable cost structures.

Organizations encounter predictable obstacles when transitioning to automated GRC. Understanding these challenges enables proactive mitigation strategies:

GRC automation requires cross-functional coordination and significant change management. Without executive sponsorship, implementation stalls as departments protect existing processes. The business case must demonstrate how automation enables strategic objectives like transaction readiness or operational scalability, not just compliance efficiency.

"One of the things that helped the most was having our process well-documented, so that we could send it over to the implementation team," says Elizabeth Simon, Risk Vice President, Compliance at Progress Residential. "By knowing what we wanted to do, and then having a comprehensive document they could work off, that was key to the success of the project."

Teams comfortable with spreadsheets and email workflows often resist transitioning to new platforms. This resistance intensifies when employees fear automation will eliminate their roles. Successful implementations emphasize how automation redirects staff from manual data entry toward 

 and advisory work that adds greater value.

Organizations operate multiple systems for financial reporting, audit management, risk assessment and policy management. Connecting these disparate platforms requires careful integration planning. The alternative — maintaining disconnected systems — defeats the purpose of centralized GRC visibility.

Competing digital transformation priorities

Companies often pursue GRC automation while simultaneously implementing new ERP systems, migrating to cloud infrastructure or building data analytics capabilities.

Without coordination, these overlapping initiatives create resource conflicts and implementation delays. GRC automation must be positioned as enabling other transformation efforts rather than competing with them.

Decision-makers sometimes assume GRC automation requires massive capital expenditure. Cloud-based platforms have fundamentally changed this equation. Modern solutions scale with organizational size and can be implemented at a lower cost than many organizations expect.

The ROI calculation should factor in avoided penalties, accelerated transactions and reduced manual effort.

Organizations want platforms that match their specific workflows. However, excessive customization creates a maintenance burden and complicates future upgrades. The most successful implementations adopt proven frameworks while configuring systems to address genuine business requirements.

How to automate GRC: A step-by-step process

Companies approaching GRC automation strategically follow a structured implementation framework that balances comprehensive planning with incremental progress:

Begin by articulating specific outcomes the automation must achieve. Are you:

Demonstrating governance maturity to investors?

Enabling cross-functional risk visibility?

Clear objectives drive vendor selection, prioritization decisions and success metrics. For transaction-focused companies, objectives typically center on creating audit-ready documentation, accelerating due diligence response times and demonstrating institutional-grade governance capabilities.

These goals differ from those of organizations primarily seeking operational efficiency or cost reduction.

Before automating anything, map existing workflows in detail. Which teams currently manage compliance requirements? What data sources feed risk assessments? How do policies route through approval chains? Where do audit trails exist, or not exist?

This documentation serves two purposes: It reveals opportunities for process improvement before automation, and it provides the implementation blueprint that technology vendors need. Organizations that skip this step inevitably discover gaps during deployment that require expensive rework.

3. Identify rationalization opportunities

Most organizations discover significant overlap across their regulatory frameworks during the documentation phase. SOX controls, industry-specific requirements and internal policies often measure identical metrics through different processes. GRC automation enables the consolidation of these overlapping controls into unified frameworks.

For example, data security controls required for 

, GDPR adherence and customer contractual obligations can be monitored through a single automated control framework rather than three separate processes. This rationalization reduces both implementation scope and ongoing maintenance burden.

Attempting to automate all GRC activities simultaneously overwhelms implementation teams and delays time to value. Successful organizations identify quick wins that demonstrate platform capabilities while building momentum for broader deployment.

Start with high-visibility, high-impact areas where automation delivers immediate benefits. 

 often provides an ideal starting point — it's well-defined, affects the entire organization and demonstrates clear before/after improvements. Risk register automation or compliance tracking can follow once the foundational platform is established.

Vendor selection should evaluate platforms against specific transaction readiness requirements. Can the system generate audit-ready documentation automatically? Does it integrate with your existing financial and operational systems? Will it scale as you expand into new jurisdictions or regulatory frameworks?

For organizations preparing for transactions, prioritize platforms that offer comprehensive audit trails, board-level reporting capabilities and integration with deal room environments. These capabilities address investor due diligence requirements.

Discover how leading growth companies implement GRC automation that satisfies investor due diligence requirements.

Build transaction-ready governance

6. Engage process owners early and continuously

"Process owner engagement is not just taking instruction and running with it. This is paramount to the deployment of the analytics program," says Brad Karn, Manager, Financial Data Analytics at Mercy Health. "We listen, we engage, we get process owners involved so they feel like they're a part of it. And when we deliver 100% of what they want, they love it and they want more of it. Keeping your owners engaged and part of the process is super important."

Process owners understand operational realities that implementation teams might miss. Their input ensures that automated workflows align with business needs rather than theoretical best practices. More importantly, their engagement builds adoption momentum, driving long-term platform success.

7. Implement pilot projects to validate the approach

Rather than a full enterprise deployment, test the platform with a contained pilot that validates both technology capabilities and organizational readiness. A successful pilot might automate compliance tracking for a single 

 framework or implement policy management for one business unit.

Pilot projects reveal integration challenges, identify training needs and demonstrate tangible results that build executive confidence. They also provide opportunities to refine implementation approaches before scaling across the organization.

8. Establish continuous improvement processes

GRC automation is an ongoing capability that evolves with the business. As the organization expands, encounters new regulatory requirements or pursues transactions, the GRC platform must adapt accordingly.

Build feedback loops that capture user input, monitor platform utilization and identify opportunities for expanded automation. Organizations that treat GRC systems as static implementations miss significant value creation potential.

The top AI-powered solutions for GRC automation and transaction readiness

For companies building governance infrastructure that meets investor expectations, integrated technology platforms address the limitations of manual processes documented above. These solutions focus on three transaction-critical capabilities: creating comprehensive audit trails, enabling real-time compliance visibility and demonstrating institutional-grade governance maturity.

 provides unified governance, risk and compliance management in a single interface rather than disconnected point solutions.

For organizations preparing for transactions, the platform's board-ready reporting templates demonstrate governance sophistication to investors while 100+ third-party integrations connect GRC data across existing systems.

How to automate governance, risk and compliance (GRC)

This article originally appeared in our December 18th edition of the Diligent Minute Newsletter. For more insights like these, delivered straight to your inbox, subscribe 

As we close out 2025, I’ve been reflecting on what this year taught us and the word that comes to mind is “unprecedented.” Insights from the Diligent Institute’s research show how directors navigated multiple unprecedented challenges – often simultaneously – while also driving major change. The lessons we learned this year aren’t just a look back. They can be a compass pointing to the directional shifts boards will need to embrace as governance moves into a faster, more AI-enabled era.

Five governance shifts boards must prepare for in 2026

What will change: Boards will move beyond passive reporting and lean into more 

 Predictive analytics and scenario planning will become part of everyday conversations, helping directors navigate volatility before it hits.


Why? Director confidence hit historic lows in 2025. Our 

 conducted in partnership with Corporate Board Member, landed at just 4.8 out of 10, among the lowest since the pandemic. That’s a wake-up call for faster, smarter decision-making. If you’re curious whether sentiment is shifting, our Q4 results will be live by the time this issue hits your inbox. Check them out to see if optimism is making a comeback.

What will change: Dashboards won’t just summarize risks. They’ll surface them within hours, and crisis protocols will kick in during the first 72. AI-powered assurance will scan massive datasets to catch anomalies as they happen, and directors will be able to ask complex questions in plain language and get instant answers. Oversight will move from reacting after the fact to staying ahead of the curve, a fundamental change in risk management.

 7.9 out of 10. Quarterly updates aren’t enough anymore. Boards need early-warning systems and integrated intelligence to keep pace.

3) AI governance moves to the top of the agenda

What will change: Agentic AI is moving fast, from assisting to acting. Boards will need to build AI literacy, test for bias and keep humans in the loop to manage less visible risks.

Why: Two-thirds of directors used AI tools in 2025, but 

, 57% of respondents said their organizations had deployed AI in one or more areas of the business, but only 36% had audited usage.As AI deployment climbs higher on the priority list for 2026, closing this governance gap is critical.

4) Integration becomes a growth essential

What will change: M&A ambitions will stall without tech integration. Boards that prioritize scalable platforms will unlock faster, cleaner transactions and reduce risk during rapid growth periods as integration readiness becomes a board-level KPI.

 conducted in partnership with Wilson Sonsini and NetSuite, found only 4% of organizations had fully integrated GRC and financial systems.

What will change: Board agendas will shift toward forward-looking conversations powered by predictive analytics and cultural insights. Directors will widen their lens beyond financials to include culture and workforce resilience, using anonymized data to spot risks before they surface.

Why: The ability to anticipate, not just react, will define effective governance in 2026. Boards that lean on AI-driven scenario modeling and continuous feedback loops will stay aligned with fast-changing realities.

Turning 2025 board lessons into a 2026 action plan

2026 will reward boards that act, not just react. That means pairing human judgment with AI-driven foresight, embedding continuous assurance and integrating systems for scalability. Governance is moving from static to dynamic – and the boards that thrive will be ready to keep pace.

Check out the full blog on trends shaping governance in 2026.

From risk to strategy: The governance agenda for 2026 

Boardroom confidence surges in final quarter despite tepid 2026 expectations 

After three quarters at a five-year low, director confidence jumped 23 percent in December—yet the outlook for 2026 remains muted. One director's advice: 'Defend and survive.'

America's corporate directors ended 2025 on an unexpectedly optimistic note.

After languishing at a five-year low for three consecutive quarters, the Director Confidence Index—a quarterly poll conducted by Corporate Board Member and Diligent Institute among U.S. public company board members on their sentiment for business—surged 23 percent in December, climbing from 4.9 out of 10 to 6.0 and finally breaking into "Good" territory. 

A better understanding of how tariffs are impacting businesses and the economy, lower interest rates and increased CapEx spending are the most common factors directors shared to explain this rebound. 

“[There’s] an expectation that companies will be able to work through any tariff impacts without significantly raising prices,” explained one director participating in the poll.

It's a remarkable turnaround for a year that tested boardroom resolve. 

Yet even with the late rally, 2025's average confidence level landed at just 5 out of 10—well below 2024's 6.2 average and significantly short of the 6.9 that directors had predicted this time last year.

The 105 directors surveyed December 6-11 overwhelmingly point to one issue that slowed down business this year: tariffs. 

Three quarters cited it as a top contributor to lower-than-expected business conditions, well ahead of any other factor, noting that standard playbooks don’t work when the environment keeps changing.

“No matter how much you try to prepare for the unexpected, you can never truly assess all outcomes,” said one director on the board of a publicly traded tech company. “We did not see the substantial impact the ever-changing tariff environment (much of which was likely unconstitutional) would have on our customers CapEx spending plans.”

“I have never experienced what we are seeing in our industry in my 30+ years,” said one director at a Nasdaq-traded life sciences company. “Pharma/biotech has always been recession-proof and has not been impacted by which party was in power at the time.”

Despite December's surge, directors aren't banking on momentum carrying into the new year. Their forecast for business conditions by this time in 2026 sits at 6.0—essentially flat from today's level.

This is an interesting delta when compared to CEO sentiment. When polled by sister publication Chief Executive the first week of December, 

CEOs said they forecast conditions will improve by

 in 2026, to land at 6.4 out of 10 next December.

Overall, 44 percent of CEOs are optimistic that conditions will improve, vs. 32 percent of board members.

Among those directors who are optimistic, we observe a strong AI focus in their responses, far outpacing macro fears that are atop the list of concerns among directors who expect conditions to deteriorate in 2026. As for those neutral directors, the uncertainty they expect to continue in the year ahead rivals inflation as a key theme.

To navigate 2026 successfully, directors are prioritizing adaptability, deeper engagement and faster learning, recognizing that compounding risks demand boards connect dots more quickly than ever. "Work hard and smart, keep expenses tight, and survive until a rebound comes around," advised one director.

“Defend and survive,” concluded another.

The Director Confidence Index five years later

To mark our fifth year of running the Director Confidence Index, we asked respondents this quarter to reflect on how their roles had shifted since we first fielded this survey at the end of 2020. Directors say they are spending far more time on risk in a “more complex and faster‑moving” environment—cybersecurity, AI, geopolitical shocks, supply‑chain integrity and policy volatility are now routine board agenda items, not edge cases. 

Many describe a shift from “managing the present” to “understanding and planning for the future,” with scenario planning and strategic resilience now core to the role. Several also point to rising scrutiny from activists and a broader investor base, which has widened the mandate from overseeing financial performance to stewarding culture, human capital and corporate character.

Directors repeatedly flag the steep learning curve this entails. In their open‑ended comments, they emphasize the need to be more tech‑savvy on AI and cyber, more fluent in geopolitics and regulation, and more intentional about ongoing education just to remain effective in the boardroom. Committees are “very busy,” topics are broader, and some directors note a clear move away from informal business development toward disciplined governance, succession planning and risk oversight. 

While a minority insist the formal role has not changed, the weight of the written responses is unmistakable: being a director today is more time‑intensive, strategically demanding and consequential than it was in 2020, and possibly than it has ever been. 

Diligent

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IN-DEPTH: Activists look to buybacks as spending soars

How to automate governance, risk and compliance (GRC)

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