Editor’s Note:
Pierluigi Matera is
Professor of Comparative Law at Link Campus University of Rome.
This post is based on his recent article forthcoming
in the Boston
University Journal of Science & Technology. |
Artificial intelligence (AI) is rapidly transforming corporate
governance. While much attention has focused on AI’s impact on
operations, compliance, and risk management, its influence on
shareholder activism deserves equal scrutiny—particularly as younger,
technologically fluent investors bring their generational values to
bear on corporate decision-making.
This evolution signals the potential emergence of identity-driven
activism: a form of shareholder engagement that reflects priorities
beyond short-term returns, such as climate action, diversity, and
long-term social accountability—or any other cause, whatever it may
be, to the extent that it creates common ground. Millennials and Gen Z
investors, armed with AI-enabled tools, are increasingly capable of
identifying causes they care about, crafting targeted proposals, and
coordinating collective action with remarkable precision and speed.
In my recent paper (Between
Promise and Power: Artificial Intelligence, Shareholder Activism, and
the Corporate Governance of the Next Generation), I explore
this development in depth. I argue that while AI has the potential to
democratize corporate influence by empowering smaller and
values-driven shareholders, its transformative promise remains—at
least for now—largely aspirational.
AI certainly lowers barriers to participation. It helps investors
aggregate preferences, conduct real-time analysis, and design
data-informed campaigns. The 2021 campaign by Engine No. 1 against
ExxonMobil exemplifies the kind of identity-aligned activism that AI
could support or scale in future scenarios. Though not AI-driven, the
campaign—launched by a little-known hedge fund holding only 0.02% of
ExxonMobil’s stock—successfully secured three board seats by
leveraging ESG arguments and strategic data use to gain the backing of
major institutional investors like BlackRock. It stands as a powerful
precedent, not of AI in action, but of the type of insurgent,
values-driven activism that AI may help further empower.
However, empirical data from the 2022–2024 proxy seasons suggest that
AI’s democratizing potential remains structurally constrained, with
its primary benefits accruing to large and well-resourced actors. My
analysis identifies four notable trends:
-
First, shareholder proposals reflecting
generational values—such as ESG, diversity, and corporate
ethics—have increased in volume yet now face mounting resistance.
Average support for ESG proposals dropped from 35% in 2021 to 23%
in 2024, with early 2025 figures suggesting a further dip to 20%.
-
Second, despite AI-enabled platforms
improving technical access for retail investors, there is little
evidence of a corresponding rise in millennial participation. For
example, in 2024 only 40,000 of the 2 million eligible retail
investors at Vanguard opted to direct their votes under the firm’s
pass-through program.
-
Third, while activist campaigns are
growing in number, their effectiveness has diminished. In 2024,
activists won fewer board seats than in 2022, and the success rate
in contested elections fell to a three-year low of 38%.
Early
2025 data indicate a rebound in outcomes, with activists securing
34% more board seats year-over-year.
-
Fourth, although AI is increasingly
embedded in activist strategies—including predictive analytics,
sentiment analysis, and voting simulations—these technologies
remain largely concentrated in the hands of institutional
investors and well-capitalized funds. Millennial-led or grassroots
initiatives have yet to gain meaningful access to, or benefit
significantly from, these technological advancements.
At the same time, corporations are deploying AI to strengthen their
defenses against activist interventions. Companies are turning to
predictive modeling and sentiment tracking to uncover vulnerabilities,
anticipate potential challenges, and reinforce the position of
incumbent boards. From AI-generated earnings scripts to sophisticated
risk assessment systems, these innovations are being harnessed to
consolidate managerial control—making it more difficult for dissidents
to succeed. In many cases, the same algorithmic tools that empower
activists are being repurposed to neutralize them.
This dual use of AI highlights a core paradox: the same technology
that promises to decentralize influence may also entrench existing
power structures.
The risk is not only that smaller shareholders remain marginalized in
an environment where access to sophisticated AI tools is
disproportionately concentrated among institutional investors, but
also that the very features that make AI powerful may further
exacerbate ideological fragmentation within shareholder bases and
intensify polarization, complicating consensus-building and effective
corporate oversight.
Yet, realizing this potential may provide directors with a
generational opportunity to incorporate younger voices into
decision-making. Boards could indeed play a pivotal role—not merely by
responding to activist pressure, but by anticipating generational
demands. By integrating AI into their own governance strategies and
embedding younger perspectives into boardroom deliberations, directors
could transform AI into a vehicle for channeling technological
innovation into social innovation within the governance landscape. Put
another way, AI, if used responsibly, may support the emergence of a
governance paradigm that is more inclusive, forward-looking, and
ethically attuned to the expectations of the next generation.
As is often the case, opportunity comes hand in hand with risk—and the
value of the potential AI offers will depend on how these risks are
addressed by lawmakers, regulators, and, above all, corporate boards.
While caution is warranted, the broader opportunity should not be
missed. Corporate governance is entering a period of accelerated
change—and AI is both a mirror and a motor of that change. How boards,
investors, and regulators engage with it will shape whether AI becomes
a tool of concentration or a catalyst for democratic renewal.
‘What’s past is prologue’: the transformative potential of AI may
indeed represent a new chapter in corporate governance—one built upon
the foundations of what has come before, yet oriented toward a future
rich with possibility. While the data remain inconclusive, the
fulfillment of this promise may ultimately depend on whether directors
anticipate rather than resist generational change. With foresight and
responsibility, this next chapter could well be one of innovation,
inclusivity, and enduring progress.
Harvard Law School Forum on
Corporate Governance
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