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PROPOSED FINAL DRAFT [i] (March 31, 1992)

handle is hein.ali/alicgv0074 and id is 1 raw text is: PLEASE BRING THIS DRAFT TO THE ANNUAL MEETING As of the date of publication, this Draft has not been considered by the members of The American Law Institute and does not represent the position of the Institute on any of the issues with which it deals. The action, if any, taken by the members with respect to this Draft may be ascertained by consulting the Annual Proceedings of the Institute, which are published following each Annual Meeting. The American Law Institute PRINCIPLES OF CORPORATE GOVERNANCE: ANALYSIS AND RECOMMENDATIONS Proposed Final Draft (March 31, 1992) SUBJECTS COVERED: Part I. Definitions Part II. The Objective and Conduct of the Corporation Part III. Corporate Structure: Functions and Powers of Directors and Officers; 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 Part VI. Role of Directors and Shareholders in Transactions in Control and Tender Offers Part VII. Remedies Submitted by the Council to the Members of The American Law Institute for Discussion at the Sixty-Ninth Annual Meeting on May 12, 13, 14, and 15, 1992 The Executive Office TIE AMERICAN LAW INSTITUTE 4025 Chestnut Street £.iaL&i~u alid Pa. P V t~3Q0

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