Williams Act

The Williams Act (USA) refers to amendments to the Securities Exchange Act of 1934 enacted in 1968 regarding tender offers. The legislation was proposed by Senator Harrison A. Williams of New Jersey.

The Williams act requires that bidders must include all details of their tender offer in their filing to the SEC and the target company. Their file must include the terms, cash source, and their plans for the company after takeover. There are also time constraints that stipulate the minimum period of time the offer may be open and the number of days after the offering in which shareholders have the right to change their minds.

In recent years, as complicated forms of derivatives bearing upon, but not actually constituting, corporate stock have become common, inrepretation of the Williams Act has become tricky. This development came to a head in 2008 over the railroad company CSX.

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