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MEMORANDUM 1 [i] (September 30, 1980)

handle is hein.ali/alicgv0005 and id is 1 raw text is: THIS DRAFT IS PRIVATE AND CONFIDENTIAL
PUBLIC DISCLOSURE IS PROHIBITED*
(Not to be sold, offered for sale, or otherwise published)
The American Law Institute
CORPORATE GOVERNANCE PROJECT
Memorandum No. 1
Subjects Covered:
Part I. The Governance Concept; Part II. Duty of Care and Business Judgment,
Part III. Duties of Loyalty: Conflicts of Interest and Related Concepts; Part IV. Hostile Takeover
Bids and Arm's Length Transfers; Part V. Remedies Section.
Submitted to the Consultants for consideration at their meeting
on October 4 (at 10:00 a.m.), 1980, at the offices of the American Law Institute,
fifth floor, 4025 Chestnut Street, Philadelphia, Pennsylvania

September 30, 1980

The Executive Office
TIE AMERICAN LAW INSTITUTE
4025 Chestnut Street
Philadelphia, PA 19104

'This is a preliminary draft submitted on a private and confidential basis to a limited group for the sole
purpose of study and criticism. It has not been promulgated or approved by the Council or the
members of The American Law Institute.
As an unpublished document intended for internal use, this draft should not be generally circulated or
distributed, nor should It be quoted from or cited or its substance disclosed in any public address or
writing.