Recently, a debate has emerged about the merits of certain proposed piecemeal reforms to the Williams Act’s 13(d) disclosure regime. The aim of our paper, The Williams Act: A Truly “Modern” Assessment, is to examine the implications of these proposals and to suggest that, before making any changes to the regime, the Commission should undertake a comprehensive review of the role of the Williams Act in today’s market and decide what best serves overall shareholder interests. The paper was prepared on behalf of certain members of the Managed Funds Association and was sent in advance of various meetings with the Staff of the Securities and Exchange Commission and with certain SEC Commissioners. The participants at those meetings included Pershing Square Capital and JANA Partners, as well as BlackRock, California State Teachers’ Retirement System, Florida State Board of Administration, The New York State Common Retirement Fund, Ontario Teachers’ Pension Plan Board, TIAA-CREFF, T. Rowe Price, and pension fund representatives of Change to Win and the United Food and Commercial Workers Union.

The Williams Act: An Historical Perspective

Enacted in 1968, the Williams Act was a response to a wave of hostile coercive takeover attempts, primarily cash tender offers. At the time the Williams Act was passed, the vast majority of shares were owned by individual shareholders, a fragmented and ill-informed group unprepared to exert their rights as shareholders. Cash tender offers posed the real risk of destroying value by forcing shareholders to tender their shares on a compressed timetable.

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