Blockholder disclosure, activism, and takeovers

Paolo Giudici

Chapter 10 in Research Handbook on EU Securities Law, 2025, pp 307-318 from Edward Elgar Publishing

Abstract: The most interesting area of research regarding this specific mandatory disclosure regime concerns the impact of transparency of major holdings, or blockholder disclosure as it is also referred to in the US, on investor activism and the market for corporate control. This impact has been discussed at length in the US from a law and economics perspective, since the inception of the Williams Act of 1968, which introduced this specific disclosure regime. The discussion has recently been reignited by the Securities and Exchange Commission's proposal titled ‘Modernization of Beneficial Ownership Reporting’, discussed at length in the US between 2022 and 2023, which led to the shortening of the filing deadlines for the ownership reports filed on Schedules 13D and 13G. In contrast to other areas of securities regulation, where the US discussion had a strong influence on European researchers and academics, in this area the US and the European discourses look very detached. In this chapter, I attempt to explain the reasons why, and where further research specifically addressed to the European legal framework is needed.

Keywords: Transparency; Blockholder; Securities Regulation; Williams Act of 1968; Activist hedge funds; Institutional investors (search for similar items in EconPapers)
Date: 2025
ISBN: 9781800376038
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