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MEMORANDUM ON ADVISORY GROUP DRAFT 7 1 (October 9, 1986)

handle is hein.ali/alicgv0020 and id is 1 raw text is: WACHTELL, LIPTON, ROSEN & KATZ
October 9, 1986
MEMORANDUM
TO:    John C. Coffee, Jr.
Melvin A. Eisenberg
Ronald.J. Gilson
Harvey J. Gcldschmid
Geoffrey C. Hazard, Jr.
Marshall L. Small
FROM: Martin Lipton
RE:    American Law Institute, Principles of Corporate
Governance: Analysis and Recommendations -- Part
VI. Actions Affecting Fundamental Shareholder
Rights (Including Transactions in Control),
Advisory Group Draft No. 7
1.   Introduction. The Director's Foreword pre-
sents the Draft as an endeavor to frame the legal problems
relating to corporate control transactions. As the Foreword
points out, such transactions can be viewed from radically
different perspectives, and the subject is highly dynamic
and controversial, both in corporate lavy practice and in
academic analysis. Indeed, the debate over the issues
raised by control transactions has raged for quite some
time, encompassing a far- reaching range of legitimate
viewpoints and engendering a wealth of writings and court
decisions that present and attempt to balance the competing

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