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ADVISORY GROUP DRAFT 12 [i] (September 26, 1990)

handle is hein.ali/alicgv0025 and id is 1 raw text is: This document, as of the date it was printed, had not been considered by the Council or membership of The American Law Institute, and therefore does not represent the position of the Institute on any of the issues with which it deals. The American Law Institute PRINCIPLES OF CORPORATE GOVERNANCE: ANALYSIS AND RECOMMENDATIONS Advisory Group Draft No. 12 (September 26, 1990) Subjects Covered: Revisions of: Part VI. Role of Directors and Shareholders in Transactions in Control and Tender Offers (§ 6.02) Part. III. Functions and Powers of Officers and Directors in Publicly Held Companies; Audit Committee in Large Publicly Held Corporations Part III-A. Recommendations of Corporate Practice Concerning the Board and the Principal Oversight Committees Part IV. Duty of Care and the Business Judgment Rule Part V. Duty of Fair Dealing (§§ 1.34, 5.02, 5.03, 5.04, 5.08, 5.11) Submitted to the Consultants and Advisers for consideration at their meeting on October 15 (at 10:00 a.m.), 1990, at the ALI Conference Center, .:ourth floor, 4025 Chestnut Street, Philadelphia, Pennsylvania. TIE EXECUTIVE OFFICE THE AMERICAN LAW INSTITUTE 4025 Chestnut Street Philadelphia, PA 19104 0310

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