Sloane & Co.'s Dan Zacchei, who advises both targeted companies and investors involved in activist situations, suggests that an insurgent fund manager’s track record is a key factor corporations must consider before deciding how to respond. According to Zacchei, a company that has underperformed for an extended period of time needs to be realistic about its prospects, particularly when faced with a well-respected activist. Alternatively, he argues that first-time activists with tiny funds can’t “come out of nowhere and all of a sudden think they are Carl Icahn.” The Deal spoke with Zacchei about governance, strategy and why “just vote no” campaigns should be treated seriously.