Enacted in 1968 in response to growing use of cash tender offers to acquire corporate control

• Before the Williams Act was enacted, a person could acquire control over a public company while concealing his identity, source of funds and what he intended to do after gaining control

Requires disclosures about:

• Share accumulations
• Ownership stakes
• Tender offers
• Going private transactions

Regulates substantive aspects of:

• Tender offers
• Going private transactions
• Changes in majority of board

Williams Act amended the Exchange Act by adding:

• §§ 13(d), 13(f) and 13(g)

• Which require public reporting of specified acquisitions
  of securities
• Authorized SEC to adopt Regulation 13D rules
• See Beneficial Ownership Reporting

• § 13(e)

• Which regulates issuer repurchases of its securities including going private transactions
• See Going Private

• §§ 14(d) and 14(e)

• Which regulate tender offers
• Authorized SEC to adopt Regulation 14D and 14E rules
• See Tender Offers

• § 14(f)

• Which can require a waiting period before a change in control of the board -- absent a stockholders meeting
• Authorized SEC to adopt Rule 14f-1
• See Tender Offers

Beneficial Ownership Reporting

Going Private

Tender Offers