Williams Act

Post date: Jul 18, 2013 5:0:50 PM

•Sponsored by Senator Harrison Williams.

•Enacted in 1968.

•Amended the Exchange Act to add Sections 13(d), 13(e), and 14(d) – (f).

•Section 13(g) added in 1977 to address disclosure gaps created by the “acquisition” prerequisite (element) of  Section 13(d).

 •Purpose of beneficial ownership reporting: provide security holders, issuers and the market with information relating to potential changes in corporate control, and the persons who hold that potential given their large stockholdings.

•Adopted with a view toward alerting “the marketplace to every large, rapid aggregation or accumulation of securities…which might represent a potential shift in corporate control.”