In Mobil Corp. v. Marathon Oil Co., the Sixth Circuit held that "lock-up" agreements in the form of stock and asset options between a tender offer target and a white knight are prohibited manipulative practices under the Williams Act. After discussing the tender offer form of corporate acquisition and describing the use of lock-up devices in this context, the author offers a critical analysis of the Marathon opinion in light of the underlying policies, legislative origins, and judicial interpretations of the Williams Act. The author concludes that the state law of corporate fiduciary duty, and not the Williams Act, is the proper standard by which such devices are to be measured.
Thomas A. French,
Tender Offers, Lock-ups and the Williams Act: A Critical Analysis of Mobil Corp. v. Marathon Oil Co.,
Duq. L. Rev.
Available at: https://dsc.duq.edu/dlr/vol21/iss3/6