Saturday, July 17, 2010
Effectuating Disclosure Under the Williams Act, by Ronald J. Colombo, Hofstra University - School of Law, was recently posted on SSRN. Here is the abstract:
The importance of adequate, timely disclosure of critical information to investors and the capital markets has never been more greatly appreciated. In furtherance of such disclosure, within the specific context of rapid stock accumulations that implicate potential changes in corporate control, Congress passed the Williams Act in 1968. Unfortunately, thanks largely to an early Supreme Court decision interpreting the Act, the remedies available to private litigants foster noncompliance and gamesmanship. Fortunately, this decision is open to reinterpretation – and arguably ripe for relegation as bad law. Such a turn of events would give rise to a remedial regime that furthers, rather than undermines, the important disclosure objectives of the Williams Act.