Shareholder Spring.

• Position: EDITOR'S NOTE

FIRST CAME the Arab Spring--the tumult in Tunisia and Egypt in early 2012. Then some wags borrowed this term that came to embody the region's citizen unrest to characterize the spirit of last year's outbreak of rancorous shareholder activism. That activism was the big story of 2012.

Here are just a few of the companies that experienced a Shareholder Spring: Citigroup, Chesapeake Energy, Goldman Sachs, AOL, Ingersoll-Rand, JPMorgan Chase, Procter & Gamble, Wet Seal, Navistar International, Timken, and Yahoo. You will find all these companies, and more, making an appearance in the Year in Review issue.

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John Madden of law firm Shearman & Sterling stated it well in his DIRECTORS & BOARDS article last year: "One of the most important trendline features of 2012 has been the increasing amount of strategic or operational activism. That is, shareholders pressuring boards not on classic governance subjects but on the actual strategic direction or management of the business of the corporation." He added, "In many ways, the recent developments in corporate governance reinforce the growing perception that we are, and have been for several years, experiencing a potentially fundamental shift in the balance of authority, or influence, between boards of directors and shareholders in the corporate decision-making process, moving further away from the longstanding board primacy model of corporate governance."

The always formidable counselor Martin Lipton offered several sobering insights and recommendations in a client memo addressing this trend, including:

* "Shareholder activism is growing at an increasing rate. No company is too big to become the target of an activist, and even companies with sterling corporate governance practices and...