Definition
The Williams Act is the 1968 set of amendments to the Securities Exchange Act of 1934 that introduced the modern U.S. disclosure framework for tender offers. The Act added Sections 13(d), 13(e), 14(d), and 14(e) to the Exchange Act.
What it covers
- §13(d)/(g) — Beneficial-ownership disclosure: any person who acquires more than 5% of a class of registered equity securities must file Schedule 13D within 10 days
- §13(e) — Issuer tender offers (i.e., self-tenders) — implemented via Rule 13e-4
- §14(d) — Third-party tender offers for registered securities of a public company — implemented via Regulation 14D including Schedule TO
- §14(e) — Anti-fraud and procedural rules applicable to all tender offers — implemented via Regulation 14E including the 20-business-day minimum window
Why it matters
The Williams Act is the foundational statutory frame for every U.S. public-company tender offer. It exists to ensure shareholders have time and information to make an informed decision when faced with a tender offer.
Sponsorship
Senator Harrison Williams (D-NJ) championed the legislation in response to the rise of opportunistic 1960s takeovers conducted with minimal disclosure.