San Diego Law Review


Timothy N. Will

Library of Congress Authority File


Document Type



This Comment examines the increase in corporate takeovers through the use of tender offers and the protections afforded shareholders under the Williams Act, in light of the Sixth Circuit's decision in Mobil Corp. v. Marathon Oil Co. The author argues that the Act protects shareholders by prohibiting the tender offeror or the tender offeree from engaging in manipulative acts, but that the Act does not protect share-holders from the inherent conflict of interest directors are faced with when confronted with a hostile tender offer. The author examines the Williams Act and the meaning of manipulation, and asserts that the Sixth Circuit erred in finding manipulation absent the necessary element of intent. The author concludes that to reduce the potential damage to shareholders resulting from a director's conflict of interest, new federal legislation should be enacted requiring disclosure and substantiation of the validity of a director's reasons for fighting a tender offer.

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