The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Thu, 02 Jul 2026 11:32:36 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png The Window Closing Pill – One Response to Stealth Stock Acquisitions – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 The Window Closing Pill – One Response to Stealth Stock Acquisitions https://corpgov.law.harvard.edu/2011/01/06/the-window-closing-pill-one-response-to-stealth-stock-acquisitions/?utm_source=rss&utm_medium=rss&utm_campaign=the-window-closing-pill-one-response-to-stealth-stock-acquisitions https://corpgov.law.harvard.edu/2011/01/06/the-window-closing-pill-one-response-to-stealth-stock-acquisitions/#comments Thu, 06 Jan 2011 14:06:18 +0000 http://blogs.law.harvard.edu/corpgov/?p=14595?d=20150120094926EST Posted by Scott Hirst, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Thursday, January 6, 2011
Editor's Note:

The following post comes to us from Peter S. Golden, a corporate partner resident in Fried, Frank, Harris, Shriver & Jacobson LLP’s New York office.

The recent announcement of accumulations of stock in J.C. Penney and Fortune Brands substantially in excess of the five percent Schedule 13D reporting threshold prior to any public disclosure has focused attention on possible inadequacies in the regulatory system in providing companies, their stockholders, and the trading markets with advance notice of significant ownership by activist investors or bidders. Although the reporting requirements of 13D, the ownership limitations of the Hart-Scott-Rodino Antitrust Improvements Act, state merger moratorium statutes, and traditional rights plans afford US companies some protections against rapid and secret stock acquisitions, the current state of law may provide opportunities for activists or raiders to obtain a sizable stake in a US company before they are obligated to make any disclosure:

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