Effectuating Disclosure Under the Williams Act
49 Pages Posted: 15 Jul 2010 Last revised: 8 Oct 2010
Date Written: July 13, 2010
The draft of this article is currently undergoing cite checking and revision by the Catholic University Law Review and will be published in final format in Volume 60 Issue 2 of the Catholic University Law Review.
The importance of adequate, timely disclosure of critical information to investors and the capital markets has never been more greatly appreciated. In furtherance of such disclosure, within the specific context of rapid stock accumulations that implicate potential changes in corporate control, Congress passed the Williams Act in 1968. Unfortunately, thanks largely to an early Supreme Court decision interpreting the Act, the remedies available to private litigants foster noncompliance and gamesmanship. Fortunately, this decision is open to reinterpretation – and arguably ripe for relegation as bad law. Such a turn of events would give rise to a remedial regime that furthers, rather than undermines, the important disclosure objectives of the Williams Act.
Keywords: Williams Act, Securities Regulation, 13(d)
JEL Classification: K22
Suggested Citation: Suggested Citation