Kinstellar Capital Markets Series: Shareholder Activism In Austria – Outlook 2026

February 2026 – Austria has not historically been regarded as a primary venue for aggressive shareholder activism. Activist engagement has traditionally been less confrontational and has typically taken the form of shareholder proposals, counter motions, open letters and active participation at annual general meetings (AGMs), rather than hostile campaigns. This comparatively moderate landscape is largely attributable to the concentrated ownership structure of many Austrian-listed companies, which are frequently controlled by a core shareholder or shareholder group.

Notwithstanding this structural backdrop, an increase in both the frequency and sophistication of activist campaigns can be observed and is expected to continue. Although Austrian-listed companies have generally maintained close and constructive dialogue with their key investors, the activist environment is becoming more dynamic and professionalised in Austria.

Legal framework and practice in Austria

In Austria, shareholder activism primarily materialises in connection with the AGMs of listed companies. Activists commonly initiate engagement by exercising their statutory rights to speak and request information. Increasingly, however, minority shareholders are also making strategic use of their formal legal instruments – either individually or in concert with other minority shareholders – in order to meet statutory thresholds. These instruments include:

• requesting the convening of a shareholders' meeting;
• adding items to the agenda;
• submitting draft resolutions for adoption at the AGM;
• challenging shareholder resolutions before courts; and
• seeking judicial review of share exchange ratios or compensations in restructurings or squeeze-outs.

Recent developments in Germany have demonstrated that even a single minority shareholder may succeed in having shareholder resolutions annulled by invoking formal defects in the convening of the shareholders' meeting (for further details, see our article "Dieselgate settlements – BGH declares shareholders' resolution void" here). Such case law serves as a reminder that strict procedural compliance is essential to safeguard the validity of shareholder resolutions.

2026 AGM Season – Trends and areas of focus

1. Increasing and diversifying activism

The number of activist engagements continues to grow. In particular, the past year has seen a notable rise in activity by first-time activists, contributing to a less predictable landscape. Non-domestic activists often pursue a more assertive, metrics-driven, and time-sensitive approach, whereas domestic activists tend to emphasise relationship-based engagement, even where their substantive demands are comparable.

2. Broader and more public strategies

As activists gain familiarity with the Austrian legal framework and continue to test its boundaries, their strategies have become more complex and coordinated. Campaigns are frequently supported by experienced legal, financial, and communications advisers. Activism is no longer confined to the exercise of formal shareholder rights but increasingly encompasses public relations initiatives and media (including social media) strategies. A shift towards more visible and public-facing campaigns can be anticipated.

3. Changing perception of minority activists

The growing sophistication of activist shareholders has led to a shift in perception. Activists are no longer viewed solely as disruptive actors or "raiders", but increasingly as part of the capital market's governance ecosystem – particularly in light of the expanding role of (passive) investors such as ETFs. In certain circumstances, activist engagement may contribute to enhanced transparency and strategic focus.

4. Technological developments

Artificial intelligence (AI) has not yet fundamentally altered the Austrian activism landscape. However, its importance is expected to increase. AI-driven data analysis may enhance activists' ability to identify potential targets, analyse shareholder structures, and detect corporate vulnerabilities. Should AI-generated materials become more prevalent, companies may face more complex defence scenarios.

5. Substantive focus areas

•  ESG

Climate, ESG, and sustainability considerations continue to gain prominence – irrespective of sustainability and reporting regulations, or perhaps precisely because of them. Investors incorporate non-financial performance indicators into their assessment of corporate strategy and governance. European ESG developments are likely to continue shaping the Austrian activism landscape.

•  Remuneration

Remuneration reporting is regularly a focal point. Proxy advisor ISS have announced more rigorous scrutiny of Austrian remuneration reports, particularly with regard to the transparency and clarity of the link between pay and performance. While the Austrian Corporate Governance Code establishes minimum standards, ISS guidelines typically reflect more demanding investor expectations and may influence voting recommendations accordingly.

•  Corporate governance

Under current draft legislation in Austria, the gender quota for supervisory boards of listed companies is to be increased from 30% to 40%, irrespective of board size. The new requirements are to be implemented by the end of 2026. The specific method of implementation remains within the discretion of company. Activist investors have already indicated that supervisory board composition will be subject to heightened scrutiny.

•  Economic and geopolitical environment

Ongoing geopolitical tensions, trade restrictions, and macroeconomic volatility may create a more favourable environment for activist investors. Disruptions to supply chains, regulatory uncertainty, and cost pressures may increase the likelihood of activist engagement.

6. Evolving voting behaviour

In the United States, certain large asset managers such as BlackRock have reportedly adjusted their stewardship models and proxy voting structures by establishing separate groups with their own voting decision-makers and policies, and proxy advisory firms Glass Lewis and ISS have likewise refined their voting recommendation methodologies. It remains to be seen whether comparable developments will affect European markets. Any reduction in predictability of voting behaviour would further increase the complexity of AGM preparation.

How to prepare

In the current environment, preparation is a core governance responsibility.

Resilient companies are typically characterised by their ability to anticipate activist demands, identify vulnerabilities at an early stage, and maintain structured, transparent communication with all shareholders.

Key preparatory measures include:

• Meticulous formal preparation of the AGM

While the technical and procedural aspects of conducting an AGM are familiar to most listed companies, activists increasingly rely on formal procedural arguments to challenge resolutions or exert pressure. Companies should therefore review past practices and ensure:

• clear and comprehensive agenda setting;
• timely, accurate and complete dissemination of documentation; and
• strict compliance with statutory notice and disclosure requirements.

Robust procedural compliance reduces litigation risk, strengthens the validity of resolutions, and enhances overall corporate governance credibility.

• Conducting comprehensive internal vulnerability assessments

In recent AGM seasons, most listed companies have demonstrated a high level of technical and procedural proficiency in conducting shareholders' meetings. However, equal attention and resources should be devoted to the early identification and assessment of potential areas of vulnerability before they crystallise into public challenges. This necessarily includes a critical review of the company's value-creation strategy.

Against a backdrop of ongoing global disruption and economic uncertainty, such strategies must be both robust and sufficiently adaptable to evolving market conditions. Companies that fail to articulate and continuously refine a credible and coherent equity story risk undermining the confidence of their shareholder base – including activist investors.

• Engaging in proactive and regular dialogue with significant shareholders on governance, strategy, sustainability targets, and ESG disclosures

Constructive engagement can materially influence the outcome of activist situations. Notwithstanding technological developments, the credibility of management and supervisory boards – built through consistent and genuine shareholder engagement – remains decisive. Where shareholders perceive management and supervisory boards as responsive and transparent, they may be more likely to support the company in the event of activist challenges.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.