“When Should Boards Fight (and Not Settle)?” from Vinson & Elkins discusses the ongoing trend toward companies settling with activists in lieu of engaging in proxy contests, with settlements among the S&P 500 historically associated with such companies underperforming the market by ~10% in the three years following the settlement. The memo discusses the risks and other considerations associated with settlements vs. proxy contests and promotes board discussion about relevant decision-making factors in advance of the manifestation of a threat.