Gale Encyclopedia Of American Law 3Rd Edition Volume 10 P43 pdf

defeating the testator’s testamentary plan. If,
however, the witness also would inherit under
the laws of descent and distribu tion should the
will be invalidated, he will forfeit only the
interest in excess of the amount he would
receive if the will were voided.
Acknowledgment A testator is usually re-
quired to publish the will—that is, to declare
to the witnesses that the instrument is his will.
This declaration is called an
ACKNOWLEDGMENT.
No state requires, however, that the witnesses
know the contents of the will.
Although some states require a testator to
sign the will in the presence of witnesses, the
majority require only an acknowledgment of the
signature. If a testator shows the signature on a
will that he has already signed to a witness and
acknowledges that it is his signature, the will is
thereby acknowledged.
Attestation An attestation clause is a certificate
signed by the witnesses to a will reciting per-
formance of the formalities of execution that the
witnesses observed. It usually is not required for a
will to be valid, but in some states it is evidence
that the statements made in the attestation are
true.
Testator’s Intent
For a will to be admitted to probate, it must be
clear that the testator acted freely in expressing
his testamentary intention. A will executed as a

result of undue influence, fraud, or mistake can
be declared completely or partially void in a
probate proceeding.
Howard Hughes and the Mormon Will
W
B
hen billionaire recluse Ho ward Hughes died
in 1976, it appeared that he had not left a will.
Attorneys and executives of Hughes’s corporations
began an intensive search to find a will, while
speculation grew that Hugh es might have left a
holographic (ha ndwritten) will. One attorney pub-
licly stated that Hughes had asked him about the
legality of a holographic will.
Soon after the attorney made the statement, a
holographic will allegedly written by Hughes
appeared on a desk i n the Salt Lake City headquar-
ters of the Church of Jesus Christ of L atter-day
Saints, more commonly known as the Mormon
Church. After a preliminary review, a document
examiner concluded that the will might have been
written by Hughes. The Mormon Church then filed
the will in the county court in Las Vegas, Nevada,
where Hughes’s estate was being settled.
The will, which became known as the Mormon
Will, drew national attention for a provision that gave
one-sixteenth of the estate, valued at $156 million, to
Melvin Dummar, the owner of a small gas station in
Willard, Utah. Dummar told reporters that in 1975 he
had picked up a man who claimed to be Howard

Hughes and had dropped him off in Las Vegas.
Though Dummar f irst said he had no prior
knowledge of the will or how it appeared at the
church headquarters, he later claimed that a man
drove to his service station and gave him the will
with instructions to deliver it to Salt Lake City.
Dummar said he had destroyed the instructions.
Investigators discovered that Dummar had
checked out a library copy of a book called The
Hoax, which recounted the story of Clifford Irving’s
forgery of an “autobiography” of Hughes. The book
contained examples of Hughes’s handwriting.
Document examiners demonstrated that Hughes’s
handwriting had changed before the time the
Mormon Will suppo sedly was written. In addition,
the examiners concluded that the will was a crude
forgery. Nevertheless, it took a seven-month trial
and millions of dollars from the Hughes estate to
prove that the will was a fake. In the end, the court
ruled that the will was a forgery.
No valid will was ever f ound. Dummar’sstory
later became the subject of the 1980 motion picture
Melvin and Howard.
FURTHER READINGS
Freese, Paul L. 1986. “Howard Hughes and Melvin Dummar:
Forensic Science Fact Versus Film Fiction.” Journal of
Forensic Sciences 31 (January).
Marks, Marlene Adler. 1981. “Where There’s a Will Rhoden
Recoups after Howard Hughes Fiasco.” National Law
Journal (January 5).

GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION
408 WILL
Undue Influence Undue influence is pressure
that takes away a person’s free will to make
decisions, substituting the will of the influencer.
A court will find undue influence if the testator
was capable of being influenced, improper
influence was exerted on the testator, and the
testamentary provisions reflect the effect of such
influence. Mere advice, persuasion, affection, or
kindness does not alone constitute undue
influence.
Questions of undue influence typically arise
when a will deals unjustly with persons believed
to be the natural objects of the testator ’s bounty.
However, undue influence is not established by
inequality of the provisions of the will, because
this would interfere with the testator’s ability to
dispose of the property as he pleases. Examples
of undue influence include threats of violence
or criminal prosecution of the testator, or the
threat to abandon a sick testator.
Fraud Fraud differs from undue influence in
that the former involves
MISREPRESENTATION of
essential facts to another to persuade him to
make and sign a will that will benefit the person
who misrepresents the facts. The testator still
acts freely in making and signing the will.
The two types of fraud are fraud in the

execution and fraud in the inducement. When a
person is deceived by ano ther as to the character
or contents of the documen t he is signing, he is
the victim of fraud in the execution. Fraud in
the execution includes a situation where the
contents of the will are knowingly misrepre-
sented to the testator by someone who will
benefit from the misrepresentation.
Fraud in the inducement occurs when a
person knowingly makes a will but its terms are
based on material misrepresentations of facts
made to the testator by someone who will
ultimately benefit.
Persons deprived of benefiting under a will
because of fraud or undue influence can obtain
relief only by contesting the will. If a court finds
fraud or undue influence, it may prevent the
wrongdoer from receiving any benefit from the
will and may distribute the property to those
who contested the will.
Mistake When a testator intended to execute
his will but by mistake signed the wrong
document, that document will not be enforced.
Such mistakes often occur when a
HUSBAND AND
WIFE
draft mutual wills. The document that bears
the testator’s signature does not represent his
testamentary intent, and therefore his property
cannot be distributed according to its terms.

Special Types of Wills
Some states have statutes that recognize certain
kinds of wills that are executed with less formality
than ordinary wills, but only when the wills are
made under circumstances that reduce the
possibility of fraud.
Holographic Wills A holographic will is
completely written and signed in the handwriting
of the testator, such as a letter that specifically
discusses his intended distribution of the estate
after his death. Many states do not recognize the
validity of holographic wills, and those that do
require that the formalities of execution be
followed.
Nuncupative Wills A nuncupative will is an
oral will. Most states do not recognize the
validity of such wills because of the greater
likelihood of fraud, but those that do impose
certain requirements. The will must be made
during the testator’s last sickness or in expecta-
tion of imminent death. The testator must
indicate to the witnesses that he wants them to
witness his oral will. Such a will can dispose of
only personal, not real, property.
Soldiers’ and Sailors’ Wills Several states have
laws that relax the execution requirements for
wills made by soldiers and sailors while on
active military dut y or at sea. In these situations
a testator’s oral or handwritten will is capable of
passing personal property. Where such wills are

recognized, statutes often stipulate that they are
valid for only a certain period of time afte r the
testator has left the service. In other instances,
however, the will remains valid.
Revocation of a Will
A will is ambulatory, which means that a
competent testator may change or revoke it at
any time before his death. Revocation of a will
occurs when a person who has made a will takes
some action to indicate that he no longer wants
its provisions to be binding and the law abides by
his decision.
For revocation to be effective, the intent of
the testator, whether express or implied, must
be clear, and an act of revocation consistent
with this intent must occur. Persons who wish
to revoke a will may use a codicil, which is a
GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION
WILL 409
document that changes, revokes, or amends
part or all of a validly executed will. When a
person executes a co dicil that revokes some
provisions of a previous will, the courts will
recognize this as a valid revocation. Likewise, a
new will that completely revokes an earlier will
indicates the testator’s intent to revoke the will.
Statements made by a person at or near the
time that he intentionally destroys his will by
burning, mutilating, or tearing it clearly dem-
onstrate his intent to revoke.

Sometimes revocation occurs by operation
of law, as in the case of a marriage,
DIVORCE,
birth of a child, or the sale of property devised
in the will, which automatically changes the
legal duties of the testator. Many states provide
that when a testator and spouse have been
divorced but the testator’s will has not been
revised since the change in marital status, any
disposition to the former spouse is revoked.
Protection of the Family
The desire of society to protect the spouse and
children of a decedent is a major reason both
for allowing testamentary dispo sition of prop-
erty and for placing limitations upon the
freedom of testators.
Surviving Spouse Three statutory approaches
have developed to protect the surviving spouse
against disinheritance:
DOWER or curtesy, the
elective share, and
COMMUNITY PROPERTY.
Dower or curtesy At common law, a wife
was entitled to dower, a life interest in one-third
of the land owned by her husband during the
marriage. Curtesy was the right of a husband to
a life interest in all of his wife’s lands. Most
states have abolished common-law dower and
curtesy and have enacted laws that treat
husband and wife identically. Some statutes

subject dower and curtesy to payment of debts,
and others extend rights to personal property as
well as land. Some states allow dower or curtesy
in addition to testamentary provisions, though
in other states dower and curtesy are in lieu of
testamentary provisions.
Elective share Although a testator can
dispose of his property as he wishes, the law
recognizes that the surviving spouse, who has
usually contributed to the accumulation of
property during the marriage, is entitled to a
share in the property. Otherwise, that spouse
might ultimately become dependent on the
state. For this reason, the elective share was
created by statute in states that do not have
community property.
Most states have statutes allowing a surviv-
ing spouse to elect either a statutory share
(usually one-third of the estate if children
survive, one-half otherwise), which is the share
that the spouse would have received if the
decedent had died intestate, or the provision
made in the spouse’s will. As a general rule,
surviving spouses are prohibited from taking
their elective share if they unjustly engaged in
desertion or committed bigamy.
A spouse can usually waive, release, or
contract away his statutory rights to an elective
share or to dower or curtesy by either an
antenuptial (also called prenuptial) or postnup-

tial agreement, if it is fair and made with
knowledge of all relevant facts. Such agreements
must be in writing.
Community property A community prop-
erty system generally treats the husband and
wife as co-owners of property acquired by either
of them during the marriage. On the death of
one, the survivor is entitled to one-half the
property, and the remainder passes according to
the will of the decedent.
Children Generally parents can completely
disinherit their children. A court will uphold
such provisions if the testator specifically men-
tions in the will that he is intentionally dis-
inheriting certain named children. Many states,
however, have pretermitted heir provisions,
which give children born or adopted after the
execution of the will and not mentioned in it an
intestate share, unless the omission appears to be
intentional.
Other Limitations on Will Provisions
The law has made other exceptions to the
general rule that a testator has the unqualified
right to dispose of his estate in any way that he
sees fit.
Charitable Gifts Many state statutes protect a
testator’s family from disinheritance by limiting
the testator’s power to make charitable gifts.
Such limitations are usually operative only
where close relatives, such as children, grand-

children, parents, and spou se, survive.
Charitable gifts are limited in certain ways.
For example, the amount of the gift can be
limited to a certain proportion of the estate,
GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION
410 WILL
usually 50 percent. Some states prohibit death-
bed gifts to charity by invalidating gifts that a
testator makes within a specified period before
death.
Ademption and Abatement
ADEMPTION is
where a person makes a declaration in his will
to leave some property to another and then
reneges on the declaration, either by changing
the property or removing it from the estate.
Abatement is the process of determining the
order in which property in the estate will be
applied to the payment of debts, taxes, and
expenses.
The gifts that a person is to receive under a
will are usually classified according to their
nature for purposes of ademption and abate-
ment. A specific bequest is a gift of a particular
identifiable item of personal property, such as
an antique violin, whereas a specific devise is an
identifiable gift of real property, such as a
specifically designated farm.
A demonstrative bequest is a gift of a certain
amount of property—$2,000, for example—out

of a certain fund or identifiable source of
property, such as a savings account at a particular
bank.
A general bequest is a gift of property
payable from the general assets of the testator’s
estate, such as a gift of $5,000.
A residuary gift is a gift of the remaining
portion of the estate after the satisfaction of
other dispositions .
When specific devises and bequests are no
longer in the estate or have been substantially
changed in character at the time of the testator’s
death, this is called ademption by extinction,
and it occurs irrespective of the testator’s intent.
If a testator specifically provides in his will that
the beneficiary will receive his gold watch, but
the watch is stolen prior to his death, the gift
adeems and the beneficiary is not entitled to
anything, including any insurance payments
made to the estate as reimbursement for the loss
of the watch.
Ademption by satisfaction occurs when the
testator, during his lifetime, gives to his
intended beneficiary all or part of a gift that
he had intended to give the beneficiary in her
will. The intention of the testator is an essential
element. Ademption by satisfaction applies to
general as well as specific legacies. If the subject
matter of a gift made during the lifetime of
a testator is the same as that specified in a

testamentary provision, it is presumed that the
gift is in lieu of the testamentary gift where
there is a parent-child or grandparent-parent
relationship.
In the abatement process, the intention of
the testator, if expressed in the will, governs the
order in which property will abate to pay taxes,
debts, and expenses. Where the will is silent, the
following order is usually applied: residuary
gifts, general bequests, demonstrative be quests,
and specific bequests and devises.
RESOURCES
Beyer. 2007. Wills, Trusts and Estates Examples & Explana-
tions. Frederick, MD: Aspen.
Brown, Gordon W., and Scott Myers. 2008. Administration
of Wills, Trusts, and Estates. 4th ed. Clifton Park, NY:
Delmar/Cengage Learning.
CROSS REFERENCES
Estate and Gift Taxes; Executors and Administrators;
Husband and Wife; Illegitimacy; Living Will; Parent and
Child; Postmarital Agreement; Premarital Agreement;
Trust.
v
WILL, HUBERT LOUIS
Hubert Louis Will was appointed U.S. district
judge for the Northern District of Illinois on
October 27, 1961, by President
JOHN F. KENNEDY.
Like Kennedy, Will has been called an idealist
and a pragmatist. His challenge to other federal

judges is famous: produce the highest quality
justice in the shortest time and at the lowest
cost, consistent with that quality. To meet his
own challenge, Will developed innovative case-
management techniques over the years—and he
willingly shared them, through judicial semi-
nars, with many of the nation’s leading jurists.
Will was among the first to use pretrial
scheduling conferences, pretrial orders, and
standardized pretrial order forms to organize
and supervise the course of a trial from the
outset. His aversion to lengthy and costly trials
caused him to be, at times, an outspoken critic of
the U.S. trial lawyers. He was a longtime
crusader for higher professional stan dards and
better practice skills within the trial bar. Lawyers
seldom took issue with Will’s position on the
issue. He was a respected trial lawyer for almost
20 years before coming to the federal bench.
Will was born April 23, 1914, in Milwaukee.
As a law student at the University of Chicago he
was among a select group of students chosen to
JUDGES FOR
CENTURIES HAVE
THOUGHT THAT THEY
WERE JUST
SUPPOSED TO BE
SKILLED REFEREES
WHO WOULD STEP
INTO THE RING WHEN

THE LAWYER
COMBATANTS SAID
THEY WERE READY
TO FIGHT
.
—HUBERT LOUIS WILL
GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION
WILL, HUBERT LOUIS 411
meet with attorney CLARENCE DARROW for infor-
mal Sunday afternoon discussions on legal
topics. One of Darrow’s favorites was
VOIR
DIRE
, which is the preliminary examination of
prospective jurors or witnesses to inquire into
their competence. As a judge, Will enjoyed the
dynamics of the jury selection process.
In 1937 Will earned a doctor of jurispru-
dence degree from the University of Chicago.
That same year, he accepted a position with the
general counsel’s staff of the U.S.
SECURITIES AND
EXCHANGE COMMISSION
. In 1939, he went to work
as special secretary to U.S. senator
ROBERT F.
WAGNER, of New York. During his tenure as
special secretary, Will also served as clerk of the
Senate Committee on Banking and Currency. In
1940 Will joined the Tax Division of the

JUSTICE
DEPARTMENT
as a special assistant to the U.S.
attorney general. It was in the Tax Division that
Will got his first real courtroom experience.
There he briefed and argued cases in the U.S.
Court of Claims and various district courts. He
also tried cases in all the circuit courts of
appeals and the U.S. Supreme Court.
Later, Will served as general counsel for the
Office of Price Administration and as tax
counsel to the U.S. alien property custodian.
By 1943, he was active in the military as a
member of the Office of Strategic Services. He
later served as acting chief of the Counter
Espionage Branch in the European theater of
operations. Before
WORLD WAR II ended, he
earned a promotion to captain and a citation
for bravery. Thereafter he remained active in
veterans’ affairs.
At the close of the war, Will and his wife and
four children returned to Chicago, where he
joined the law firm of Pope and Ballard. A year
later, he became a partner in the firm of Nelson,
Boodell, and Will. From 1946 to 1961 Will
made his name as a tough—and winning—trial
attorney. As a consequence of his work and
reputation, Will was well known in Chicago
circles of the

DEMOCRATIC PARTY. His name was
soon added to a short list of possible appointees
to the federal bench. In October 1961 President
Kennedy named Will U.S. district judge for the
Northern District of Illinois. In 1965 Will called
on his tax litigation background when he
presided over the trial and acquittal of former
Illinois governor William G. Stratton on charges
of
TAX EVASION (Stratton v. Commissioner of
Internal Revenue, 54 T.C. 255 [T.C. 1970 ]).
As a new judge, Will faced a staggering
number of cases, and he was often frustrated
when valuable courtroom time was devoted to
issues he would not have bothered to handle as
an attorney. Recognizing the need to better
manage the volume and disposition of his cases,
Will turned to colleagues for advice and
assistance. Seasoned federal judges had practical
suggestions for the newest among them, but no
forum for sharing that expertise. To address this
problem, Will was asked to join senior judges
on a planning committee charged with devel-
oping training seminars for new district judges.
His contrib ution and insight proved valuable.
By 1963 Will was part of a permanent faculty
responsible for training new judges. He remained
on the faculty for the next 25 years.
Throughout the 1960s Will experimented
with methods to improve court procedures. The

first standard forms for prisoners’
HABEAS CORPUS
petitions and CIVIL RIGHTS complaints were
drafted in his chambers. Will acknowledged
Hubert Louis Will 1914–1995
❖
▼▼
19001900
19501950
19751975
20002000
19251925
▼▼
1914 Born,
Milwaukee, Wisc.
1938 Joined Securities
and Exchange Commission
as a general counsel
1939–45
World War II
1914–18
World War I
❖
1950–53
Korean War
1961–73
Vietnam War
◆◆◆◆
1965 Presided over Stratton v. Commissioner of Internal Revenue
1963 Helped to train new district judges; joined Judicial

Conference Committee on Bankruptcy Administration
1995 Died,
Chicago, Ill.
1946 Became a partner in the Chicago firm of Nelson, Boodell and Will
1961
Appointed
U.S. district
judge for
Northern
District of Ill.
◆◆ ◆
1971 Appointed to Commission
on the Bankruptcy Law of the
United States
1940 Joined Tax Division of Department of Justice
1944–45 Served as chief of Counter Espionage Branch of European theater
GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION
412 WILL, HUBERT LOUIS
that the forms were a simple solution but saw
them as essential to sorting valid prisoner pleas
from those that were “recreation for people
with time on their hands.”
In the area of civil litigation, Will was a vocal
advocate of bifurcated trials, or trials in which
certain issues are considered separately, for
example, guilt and punishment, liability and
damages. He was among the first to use pretrial
scheduling conferences, pretrial orders, and
standardized pretrial order forms to control the
course of a trial from the outset. An amendment

to rule 16 of the Federal Rules of Civil Procedure
covering pretrial scheduling conferences is often
called the Will rule. He was also known for the
20 questions rule, which limits the number of
interrogatories without court approval, and the
straight face test, cautioning attorneys against
taking a “position on any issue in any case that
he or she cannot take with a straight face.”
Throughout the 1960s Will traveled to other
districts to demonstrate case management
techniques. His most famous bit of grand-
standing took place when he set out to prove
that the use of individual calendaring systems
could improve judicial efficiency and clear
courtroom backlogs. While carrying a full
caseload in the Northern District of Illinois,
Will served for just three days a month on the
district court in Philadelphia, where he dispo sed
of more than 100 cases in under ten months.
In addition to experimenting with general
courtroom efficiency, Will gave special attention
to the administration of
BANKRUPTCY cases in the
federal system. He joined the Judicial Conference
Committee on Bankruptcy Administration in
1963. In the decade that followed, he developed
criteria for adding bankruptcy judgeships, pro-
posed limits on bankruptcy administration costs,
and revised bankruptcy rules in his own jurisdic-
tion. In recognition of his expertise, Will was

appointed to the Commission on the Bankruptcy
Law of the United States in 1971 by Chief Justice
WARREN E. BURGER. Many of the commission’s
recommendations became the law of the land.
Starting in the mid-1970s, Will served the
Courts of Appeals for the Second, Fifth, Seventh,
District of Columbia, and Federal Circuits. He
also took temporary assignments in the district
courts of Milwaukee and Madison, Wisconsin;
South Bend, Indiana; Phoenix, Arizona; and
Springfield, Illinois. Will assumed senior status
with the District Court for the Northern District
of Illinois in 1979. He died from cancer on
December 9, 1995, in Oconomowoc, Wisconsin.
RESOURCES
Cole, Jeffrey N., and Robert E. Shapiro. 1993. “Interview
with Judge Herbert L. Will.” Litigation 20.
Federal Judicial Center. Available online at .
gov (accessed August 27, 2009).
Goulden, Joseph C. 1974. The Benchwarmers. New York:
Weybright and Talley.
Schmidhauser, John R. 1979. Judges and Justices: The Federal
Appellate Judiciary. Boston: Little, Brown.
CROSS REFERENCES
Bankruptcy; Burger, Warren Earl; Wagner, Robert
Ferdinand.
WILLFUL
Intentional; not accidental; voluntary; designed.
In General
There is no precise definition of the term

willful because its meaning largely depends on
the context in which it appears. It generally
signifies a sense of the intentional as opposed to
the inadvertent; the deliberate as opposed to the
unplanned; and the voluntary as opposed to the
compelled. After centuries of court cases, it has
no single meaning, whether as an adjective
(willful) or an adverb (willfully).
Statutes and
CASE LAW have adapted the term
willful to the particular circumstances of action
and inaction peculiar to specific areas of the law,
including
TORT LAW, CRIMINAL LAW, WORKERS’
COMPENSATION, and UNEMPLOYMENT COMPENSATION.
A willful violation, for example, may mean a
deliberate intent to violate the law, an intent to
perform an act that the law forbids, an intent to
refrain from performing an act that the law
requires, an indifference to whether or not action
or inaction violates the law, or some other
variant.
In Criminal Law
In criminal law, willfully ordinarily means with
a bad purpose or criminal intent, particularly if
the proscribed act is “malum in se” (an evil in
itself, intrinsically wrong) or involves
MORAL
TURPITUDE
. For example, willful MURDER is the

unlawful killing of another individual without
any excuse or
MITIGATING CIRCUMSTANCES. If the
forbidden act is not wrong in itself, such as
driving over the speed limit, willfully is used to
mean intentionally, purposefully, or knowingly.
GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION
WILLFUL 413
In Workers’ Compensation
Under workers’ compensation laws, willful mis-
conduct by an employee means that he inten-
tionally performed an act with the knowledge
that it was likely to result in serious injuries
or with reckless disregard of its probable con-
sequences. A finding of “willful misconduct”
prevents the employee from being awarded
compensation for his injuries.
Under unemployment compensation laws,
an employee who is fired on willful misconduct
grounds is not entitled to recover unemployment
compensation benefits. Common examples
of such willful misconduct include excessive
absenteeism, habitual lateness, deliberate viola-
tions of an employer’s rules and regulations,
reporting for work in an intoxicated condition,
and drinking alcoholic beverages while on
the job.
WILLIAMS ACT
The Williams Act of 1968 amended the Securities
and Exchange Act of 1934 (15 U.S.C.A. § 78a et

seq.) to require mandatory disclosure of infor-
mation regarding cash tender offers. When an
individual, group, or corporation seeks to
acquire control of another corporation, it may
make a
TENDER OFFER,whichisaproposaltobuy
shares of stock from the stockholders for cash or
some type of corporate security of the acquiring
company. Since the mid-1960s, cash tender
offers for corporate takeovers have become
favored over the traditional alternative, the
PROXY
campaign. A proxy campaign is an attempt to
obtain the votes of enough shareholders to gain
control of the corporation’s board of directors.
Because of abuses with cash tender offers,
Congress passed the Williams Act in 1968, whose
purpose is to require full and fair disclosure for
the benefit of stockholders, while at the same
time providing the offeror and management
equal opportunity to present their cases fairly.
The Williams Act requires any person who
makes a cash tender offer (which is usually 15 to
20 percent in excess of the current market price)
for a corporation that is required to be
registered under federal law to disclose to the
federal
SECURITIES AND EXCHANGE COMMISSION (SEC)
the source of the funds used in the offer, the
purpose for which the offer is made, the plans

the purchaser might have if successf ul, and any
contracts or understandings concerning the
target corporation. The act also requires that
the tender offer be kept open for at least 20
business days. Shareholders who agree to tender
their shares are given specific withdrawal rights.
There are also rules that govern situations w hen
the tender offer price is increased.
Filing and public disclosures with the SEC
are also required of anyone who acquires
more than 5 percent of the outstanding shares
of any class of a corporation subject to federal
registration requirements. Copies of these dis-
closure statements must also be sent to each
national securities exchange where the securities
are traded, making the information available to
shareholders and investors.
The law also imposes miscellaneous sub-
stantive restrictions on the mechanics of a cash
tender offer, and it imposes a broad prohibition
against the use of false, misleading, or incom-
plete statements in connection with a tender
offer. The Williams Act gives the SEC the
authority to institute enforcement lawsuits.
FURTHER READINGS
Fleming, Rusty A. 2003. “A Case of ‘When’ Rather Than
‘What’: Tender Offers under the Williams Act and the
All Holders and Best Price Rules.” Southern Illinois
University Law Journal 27 (winter).
Tyson, William C., and Andrew A. August. 1983. “The

Williams Act after RICO: Has the Balance Tipped in
Favor of Incumbent Management?” Hastings Law
Journal 35 (September).
CROSS REFERENCES
Mergers and Acquisitions; Securities and Exchange Com-
mission.
v
WILLIAMS, FRANKLIN HALL
Franklin H. Williams was a lawyer, government
administrator, and ambassador who played an
important role in the modern
CIVIL RIGHTS
MOVEMENT
. As an attorney with the National
Association for the Advancement of Colored
People (
NAACP), Williams worked to desegregate
public schools, public housing, and workplaces.
Franklin Hall Williams was born on Octo-
ber 22, 1917, in Flushing, New York. He
graduated from Lincoln University in Penns yl-
vania in 1941 and served in a racially segregated
unit of the U.S. Army during
WORLD WAR II.He
graduated from Fordham University School of
Law in 1945.
After receivi ng his law degree, Williams
accepted a position with the NAACP. From
THE MASS MEDIA
CONSTANTLY TAUNT

THE GHETTO WITH
THE AFFLUENCE OF
MODERN SOCIETY
.
—FRANKLIN H.
W
ILLIAMS
GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION
414 WILLIAMS ACT
1945 to 1950, Williams was an assistant special
counsel for the NAACP LEGAL DEFENSE AND
EDUCATIONAL FUND
and a special assistant to
THURGOOD MARSHALL, the head of the fund who
later became an associate justice of the U.S.
Supreme Court. Williams worked with Marshall
during the NAACP’s efforts to desegregate
public education, which were significantly aided
by the 1954 U.S. Supreme Court decision in
BROWN V. BOARD OF EDUCATION OF TOPEKA, KANSAS,
347 U.S. 483. Brown overruled the 1896
decision of
PLESSY V. FERGUSON, 163 U.S . 537,
which had allowed racially segregated facilities
on trains and, by implication, in public schools.
In 1950 Williams became the NAACP’s
regional director of the western states. Under
his leadership, the office pushed for legislation on
minority employment, open housing, and other
CIVIL RIGHTS issues. In 1959 Williams left the

organization to become an assistant attorney
general of California, where he was instrumental
in setting up the state’s constitutional rights
section.
In 1961 Williams became special assistant to
Sargent Shriver, who helped to establish the Peace
Corps. In 1963 Williams served as director of the
African regional division. In the same year,
Williams became the first African-American to
serve as U.S. representative to the United Nations
Economic and Social Council.
In 1965 President
LYNDON B. JOHNSON
appointed Williams to be the U.S. ambassador
to Ghana. Williams held the post until 1968 and
is credited with improving what had been
strained relations between the U.S. and Ghana.
Williams returned to New York City after
leaving his diplomatic post. He headed the
Urban Center at Columbia University and
served as vice chairperson of the New York
Board of Higher Education. In 1987 Williams
chaired the New York State Judicial Commis-
sion on Minorities, which examined the treat-
ment of minorities in the state’s courts.
Williams also served as president of the
Phelps-Stokes Fund from 1970 to 1990. This
foundation was established in 1911 to improve
educational opportunities for African-Americans,
Native Americans, and Africans. One of

Williams’s first moves as president was to
persuade the foundation’s board to divest itself
of holdings in corporations that did business in
South Africa, which at that time was governed
by a white minority employing the racially
segregated practices of apartheid. Williams’s
divestiture action was later adopted by other
foundations and institutions. Williams died on
May 20, 1990, in New York City.
v
WILLIAMS, GEORGE HENRY
George Henry Williams served as U.S. attorney
general from 1871 to 1875. A state and
territorial judge, as well as a U.S. senator,
Williams was nominated to be chief justice of
the United States by President
ULYSSES S. GRANT in
1873, but he was never confirmed.
According to the
JUSTICE DEPARTMENT’s publi-
cation, Attorneys General of the United States,
Williams was born on March 23, 1823, in New
Lebanon, New York, the son of Taber Williams
and Lydia Goodrich Williams. He received an
academic education, studied law, and was
admitted to the New York bar in 1844. Williams
moved to Fort Madison, Iowa, and established
a law practice, but in 1847 he was elected as
a state district judge. In 1853 he moved
Franklin Hall Williams 1917–1990

❖
▼▼
1900
1950
1975
2000
1925
▼▼
1917 Born,
Flushing, N.Y.
1945–50 Served as assistant
special counsel for NAACP's Legal
Defense and Educational Fund
1939–45
World War II
1914–18
World War I
❖
1950–53
Korean War
1961–73
Vietnam War
◆◆◆◆
1961 Became special assistant to Sargent Shriver
1959 Became assistant attorney general of California
1990 Died,
New York City
1950–59 Served as NAACP's regional director of the western states
◆
1965–68 Served as

U.S. ambassador
to Ghana
1970–90 Served
as president of
the Phelps-
Stokes Fund
1954 U.S. Supreme Court outlawed "separate but
equal" education in Brown v. Board of Education
1963 Served as director of the African
regional division of the Peace Corps
1987 Chaired the New
York State Judicial
Commission on Minorities
I BELIEVE I HAVE
LIVED LONGER AND
HAPPIER THAN IF
I
HAD BEEN RAISED TO
[THE] EXALTED
OFFICE
[OF CHIEF
JUSTICE].
—GEORGE HENRY
WILLIAMS
GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION
WILLIAMS, GEORGE HENRY 415
west again, becoming chief justice of Oregon
Territory.
In 1865 Williams was elected to represent
Oregon in the U.S. Senate. He aligned himself

with the Radical Republicans, who opposed
President
ANDREW JOHNSON’sprogramsforthe
South during
RECONSTRUCTION following the end
of the
U.S. CIVIL WAR.Theanimositybetween
Congress and Johnson led to ARTICLES OF
IMPEACHMENT
against Johnson. Williams supported
the
IMPEACHMENT of Johnson, but the Senate
attempt to convict Johnson failed by one vote.
After Williams lost his Senate seat, President
Grant appointed Williams attorney general in
1871. His term as attorney general was unre-
markable, but his reputation was damaged by the
events surrounding his failed nomination as chief
justice in 1873. There were allegations that
Williams had participated in fraudulent activities
involving voting in Oregon, but the organized bar
on the East Coast also feared that as a frontier
lawyer from Oregon, Williams was ill-prepared to
preside over a Court that decided many complex
commercial cases. A man of little formal educa-
tion, Williams appeared too undistinguished to
serve on the Court. It is likely, however, that the
many political scandals involving corruption in
the Grant administration unfairly tarnished
Williams’s nomination.

When it became clear that his nomination
was doomed, Williams asked President Grant to
withdraw his name from consideration. He
continued as attorney general for two more
years, resigning in 1875. Williams abandoned
national politics after his resignation and
returned to Oregon, where he practiced law
for many years in Portland. His last public
position was as mayor of Portland from 1902 to
1905. He died on April 4, 1910, in Portland,
Oregon.
FURTHER READINGS
Kaltman, Al. 2000. Cigars, Whiskey, and Winning: Leadership
Lessons from Ulysses S. Grant. Paramus, N.J.: Prentice
Hall.
Justice Department. 1985. Attorneys General of the United
States, 1789–1985. Washington, D.C.: U.S. Government
Printing Office.
CROSS REFERENCE
Grant, Ulysses Simpson.
v
WILLISTON, SAMUEL
Samuel Williston was a noted law professor and
the PRIMARY AUTHORITY on contract law in the
United States during the early twentieth cen-
tury. A professor of law at Harvard Law School
from 1890 to 1938, his works The Law
Governing Sales of Goods at Common Law and
Under the Uniform Sales Act (1909) and The Law
on Contracts (1920) are recognized as leading

treatises.
Williston was born on September 24, 1861,
in Cambridge, Massachusetts. He earned a
bachelors degree from Harvard University in
1882 and then worked for three years to earn
the money needed to attend Harvard Law
School. In 1888 Williston graduated from law
school and established successful law practices
in Boston and Cambridge.
In 1890 Williston accepted a professorship
at Harvard Law School. As an assistant profes-
sor, Williston turned down many promising
career opportunities, including offers of dean-
ships at three other law schools and a position
as reporter to the Massachusetts Supreme
Court, which might have led to a judicial
George Henry Williams 1823–1910
▼▼
▼▼
18251825
18751875
19001900
19251925
18501850
❖ ❖
1910 Died,
Portland, Ore.
◆◆ ◆ ◆◆
◆
1823 Born,

New Lebanon,
N.Y.
1844 Admitted
to New York
bar
1853
Moved to
Oregon
Territory
1865–71
Served in
U.S.
Senate
1853–57 Served as chief justice of Oregon Territory
1914–18
World War I
1861–65
U.S. Civil War
1858 Moved to Portland and opened private practice
1859 Oregon admitted to Union as 33rd state
1871–75 Served as U.S. attorney general
1873 Nominated by President Grant
for chief justice of U.S. Supreme
Court, but withdrew his name
1902–05
Served as
mayor of
Portland,
Oregon
1847 Elected state district

judge in Ft. Madison, Iowa
THE MODERN LAW
RIGHTLY CONSTRUES
BOTH ACTS AND
WORDS AS HAVING
THE MEANING WHICH
A REASONABLE
PERSON PRESENT
WOULD PUT UPON
THEM IN VIEW OF THE
SURROUNDING
CIRCUMSTANCES
.
—SAMUEL WILLISTON
GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION
416 WILLISTON, SAMUEL
appointment on the state’s highest court. Will-
iston unsuccessfully argued for the defense in
the case of Boston & Maine Railroad v. Hooker
before the U.S. Supreme Court on December 10
and 11, 1913.
During his career at Harvard, Williston
aligned himself with legal formalism, which in
the early twentieth century dominated legal
thought in the United States. Legal formalism
views the law as a body of scientific rules from
which legal decisions may be readily deduced.
Existing rules are elevated into the category of
self-evident truths. In practice, this meant that
the law was unconcerned with social and

economic forces .
The desire for form and structure permeates
Williston’s writings. According to Williston, the
law must be stated as simply as possible, and it
must be certain. If the law is simple and certain,
he argued, parties can use it to resolve their
disputes without
LITIGATION, as a sign of a sound
legal system. Therefore, Williston believed, the
ideal course for the law was the construction of
broad, general rules.
Williston was able to apply his legal
philosophy to the American Law Institute’s
Restatement of Contracts. The purpose of
the Restatement was to set forth the basic
principles of contract law by means of a
coherent series of “black letter” principles,
drafted with precision, that were consistent
with the best traditions of the
COMMON LAW,
rooted in precedent, yet flexible enough
to accommodate growth and development in
the law. Williston explained each principle
with commentary and concrete examples of its
application. Williston died on February 18,
1963, in Cambridge, Massachusetts.
FURTHER READINGS
Boyer, Allen D. 1994. “Samuel Williston’s Struggle with
Depression.” Buffalo Law Review 42 (winter).
Williston, Samuel. 1940. Life and Law: An Autobiography.

Boston: Little, Brown. Republished by Gaunt (Holmes
Beach, Fla.), 1998.
v
WILMOT, DAVID
David Wilmot was a lawyer, judge, U.S. senator,
and member of the U.S. House of Representa-
tives. From 1845 to 1851 the Pennsylvania
Democrat served in the House where he drew
national attention for his 1846 proposal. The
WILMOT PROVISO banned the expansion of SLAVERY
into the territories newly acquired from Mexico.
Wilmot’s disenchantment with slavery and the
DEMOCRATIC PARTY’s support of it eventually led
him to help form the
REPUBLICAN PARTY.
Wilmot was born on January 20, 1814, in
Bethany, Pennsylvania. He studied the law with
an attorney and became a member of the
Pennsylvania bar in 1834. He established a law
practice in Towanda and was soon recognized
as an able lawyer.
However, politics drew Wilmot’s interest. He
became active in the Democratic Party and in
1845 he was elected to the U.S. House of
Representatives. Wilmot strongly supported Pres-
ident
JAMES K. POLK and the Mexican War that
began in 1845. When President Polk requested a
congressional appropriation of $2 million to
purchase land from Mexico, however, Wilmot

vehemently objected to suggestions that slavery
could be established in the newly acquired areas.
He introduced the Wilmot Proviso to ban the
spread of slavery but could not secure passage by
both houses of Congress.
Wilmot left Congress in 1851, disenchanted
with the
COMPROMISE OF 1850, which admitted
Samuel Williston 1861–1963
▼▼
▼▼
18501850
19001900
19251925
19501950
19751975
18751875
1861 Born,
Cambridge, Mass.
❖ ❖
◆◆
1861–65
U.S. Civil War
1914–18
World War I
1939–45
World War II
1950–53
Korean War
1961–73

Vietnam War
◆◆◆◆◆
1882 Earned
A.B. from
Harvard
University
1890–1938 Served
as professor of
law at Harvard
Law School
1903 Appointed to Weld professorship at Harvard
1909 The
Law of
Sales
published
1919 Appointed to Dane
professorship at Harvard
1920 The Law of Contracts published
1933 The first
Restatement
of Contracts
published
1940 Life and Law,
An Autobiography
published
1963 Died,
Cambridge,
Mass.
DEMOCRACY IS A
PRINCIPLE OF

ETERNAL JUSTICE
.
—DAVID WILMOT
GALE ENCYCLOPEDIA OF AMERICAN LAW, 3RD E DITION
WILMOT, DAVID 417