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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