Williams Act

Legislation passed in 1968 in response to a wave of unannounced takeovers that required companies planning a merger to file documents with the Securities and Exchange Commission. The documents outline the offer’s terms, and give information about the bidder, as well as detailing the plans it has for the company. The documents must be filed within 10 days of any company or person acquiring 5 percent or more of another company. This information is filed using a variety SEC forms. Schedule 13-D is a general statement of acquisition of beneficial ownership; Schedule 13E-3 lists transactions that are planned that will turn a public company into a private company by certain issuers; and Schedule TO-I is the tender offer statement by the issuer. There also are a variety of other schedules that may be appropriate to file with the SEC.