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REVISIONS TO P.F.D. [i] (November 1992)

handle is hein.ali/alicgv0075 and id is 1 raw text is: U 'I S SITY OF CALIFC I1NIA II .I l k F I),AVIS * IIMINI: • .O% \(;I1.1:S I% E S IIsI)I S %\ )IEWO * SA\ rI*.\NCI()O SANTA RA BIIAIIA S .ANTA C(:BLZ SCiOOL OF LA (IIOALT I tALL) IMEIKELEY, CALIFOIINIA 94720-249 FAX NO. (510) 643-61U2.1799 TELEPHONE (510) November 5, 1992 TO: The Advisers to the Corporate Governance Project Dear Colleagues: As most or all of you know, at the 1992 Annual Meeting the membership adopted a motion by Dick Smith to add a new S 7.04(a)(2). Because this Subsection was added by a motion on the floor, it had no accompanying Comment. However, an addendum to Dick's motion included a few passages for incorporation in the Comment; Jack Coffee and I made several statements concerning how the Comment would be written; and various members made remarks on the floor that were pertinent to the Comment. The Reporters have now completed the Comment to S 7.04(a) (1), and I enclose a copy for your review and comments. I would appreciate receiving any comments you might have as soon as possible, because I plan to discuss the Comment with the Advisers to the Council in a telephonic conference on November 24, and submit the Comment to the Council at its December 10 meeting. Because there are interrelationships between SS 7.04(a) (2) and 1.23(c) (which defines interested under Part VII), I also enclose the present working version of S 1.23(c). This version reflects revisions made in response to remarks on the floor and in connection with the adoption of S 7.04(a)(2). It is possible that additional revisions will be made in S 1.23 generally, and S 1.23(c) in particular, in connection with an overall technical and stylistic revision of the Proposed Final Draft that I am now undertaking. Best, Melvin A. Eisenberg Koret Professor of Law

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