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COUNCIL DRAFT 3 [i] (November 15, 1983)

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THIS DRAFT IS PRIVATE AND CONFIDENTIAL
PUBLIC DISCLOSURE IS PROtHIBITED
(Not to be sold, offered for sale, or otherwise published)
The American Law Institute
PRINCIPLES OF CORPORATE GOVERNANCE:
ANALYSIS AND RECOMMENDATIONS
Council Draft No. 3

Part I.
Part H.
Part Ifl.
Part V.
Part VII.

Subjects Covered:
Definitions
Objective and Conduct of the Corporation
Structure of the Corporation
Duty of Loyalty (Sections 5.11, 5.15)
Remedies

Submitted to the meeting of the Council of The American Law Institute on
December 7 (at 10:00 a.m.), 8, 9, and 10, 1983, at the Association of the Bar
of the City of New York, 42 West 44th Street, New York City.
This Draft is scheduled for discussion on Thursday, December 8, at 9:30 a.m.

November 15, 1983

TimE ExwctmvE OmcE
THE AMEuCAN LAw INsTrtrrE
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As an unpublished document intended for internal use, this draft should not be generally circulated or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.