Williams Act

Williams Act

Tender Offers and 13-D Filings

Williams Law, P.C. and the Williams Act

We must clarify that we do not handle litigation as Denver business lawyers in the field of tender offers or other violations of the Williams Act. If you are seeking a business attorney to assist you with such a claim or case, you may contact us for potential referrals, but please bear in mind that we are not skilled and do not practice in this area.

What you should also know is that the Williams Act is the origin of the obligation requiring you to register with the target company, the SEC and the relevant stock exchange upon acquisition of a 5% interest in a target listed company. There are many other details and nuances, so please contact a securities attorney specializing in the Williams Act if you are facing this type of percentage block ownership situation.

Tender Offers

Arbitrageurs may dread it, but improper tender offer litigation is extremely common. Typically, these cases originate in management's desire to retain control in the face of a hostile takeover bid. When a lawsuit is brought against a bidding company for its violations of the Williams Act's tender offer requirements and provisions, the bidder may lose financing, endure prolonged payment obligations on its deal financing, or the underlying attractiveness of the takeover may vanish due to extraneous market conditions. Meanwhile, incumbent management can keep their jobs and employ other takeover defenses, including finding a white knight or seeking an alternative merger. Therefore, tender offer litigation cases are extremely common, even when not entirely called for by the facts. We do not handle such litigation. However, if you are facing a tender offer suit or desire to initiate one, you may call us for a referral. We welcome your call.

In your 13-D filings, you effectively disclose to the public the reason for your stake in an enterprise. This may seem unfair, but in fact this serves to protect the interests of other shareholders and the would-be share-buying public. The fact that it tips off management as to your existence and intent is simply a byproduct of the protective features of the law, not the primary intent. Again, we are not in the business of handling such suits, but we are happy to take your call and refer you to firms which have attorneys handling these matters. Call us.

Call a Denver business lawyer at Williams Law, P.C. today for your free telephone consultation.