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Defensive Responses To Tender Offers And The Williams Act's Prohibition Against Manipulation, Elliott J. Weiss

Vanderbilt Law Review

This Article discusses whether arrangements designed to ensure the success of a favored bidder or simply to defeat an unwanted tender offer are "manipulative acts or practices" barred by section 14(e).' It argues that the critical issue is whether an arrangement significantly obstructs the operation of a fair auction market for a target company's shares. The Article maintains that recent Supreme Court decisions interpreting section 14(e) and other antifraud provisions of the federal securities laws provide substantial support for this approach to interpreting section 14(e). The Article first discusses the definition of section 14(e) manipulation. The recent Marathon decision provides …