"Both Mr. Markey and I were shocked to discover that Republicans proposed the outright repeal of one of the key federal laws used to put Ivan Boesky and Michael Milken in prison," said Congressman John D. Dingell (D-MI), ranking member on the House Commerce Committee. "In fact, this proposal eliminates the law that played a crucial role in the prosecutions of some of the 1980s most notorious financial swindlers. Instead of repealing this essential law, we should be strengthening it and tightening it up, so that the outrageous securities scandals of the 1980s are never repeated."

According to Congressman Edward J. Markey (D-MA), ranking member on the Telecommunications & Finance Subcommittee, "Democrats generally were under the impression from legal experts and the corporate community that the Williams Act had served investors and companies effectively. It was enacted by a unanimous Congress in 1968. Based on the vibrant market for corporate mergers and acquisitions ever since, one could hardly claim that this law has burdened the market. In fact, the only people burdened by these disclosures are those who want to plan slick takeover maneuvers with secrecy, surprise and subterfuge. The record of Williams Act prosecutions strongly suggests that there are powerful individuals who seek to profit by keeping shareholders in the dark about their true intentions. In fact, as the enormous amount of money they had to return to investors demonstrates, much of their profit came at the direct expense of investors. These illegal stock parking arrangements became a lucrative cottage industry -- perhaps a "chalet-industry is more appropriate given the amount of money involved -- during the heyday of the 1980s takeover frenzy."

As summarized in the attached chart, Boesky pled guilty to a single felony count, a criminal violation of section 13(d) of the Williams Act. Milken was charged with numerous criminal violations of the Williams Act as part of a 95 count indictment. He ultimately pled guilty to aiding and abetting a criminal violation of section 13(d). Section 13(d) requires any person who acquires more than 5% of a public company's stock to disclose that fact to the company, its shareholders, and to the SEC. It must also reveal its intentions with regard to taking over the company, and its long range plans for the company's future. These and other provisions ensure that shareholders have sufficient information, and the necessary time, to make informed and uncoerced investment decisions about proposed tender offers.

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