2 volumes: vol. 1 xlv, 432 pp.; vol. 2 xlv, 477 pp., 1994, hardbound, Order Code 5463, $135-- Order this item; softbound (complete in one volume), Order Code 6029, $39 -- Order this item

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The product of 15 years of development and preparation, the Institute’s first comprehensive treatment of corporate law examines the duties and responsibilities of directors and officers of business corporations to both the corporations and their shareholders. Intended both to clarify and improve existing law, this work combines cogent analysis of current legal requirements with carefully articulated recommendations for the clarifications or changes that it concludes are appropriate. Topics covered include the objective and conduct of the business corporation, the structure of the corporation, the duty of care and the business judgment rule, the duty of fair dealing, the role of directors and shareholders in transactions in control and tender offers, and corporate remedies.

The work is divided into seven Parts and one Part supplement. Each Part consists of one or more sections containing a recommended rule or principle; Comment on the rule or principle; and a Reporter’s Note.

The Comment explains in detail the background, rationale, and scope of the recommended rule or principle, comparing it to the present state of the law and suggesting how it might best be implemented. The extensive and detailed Reporter’s Notes fully document the sources drawn upon in formulating the section and provide excellent starting points for additional research.

The work is subdivided as follows:

Part I provides precise definitions for the essential terms utilized in the analysis and recommendations that follow, together with appropriate commentary on each. Subsequent references to these terms are accompanied by handy cross-references to the appropriate definitional sections.

Part II considers the extent to which the fundamental objective of the business corporation, which is conceived to be "the conduct of business activities with a view to enhancing corporate profit and shareholder gain," must or may be restricted by legal requirements and ethical or humanitarian considerations.

Part III covers the legal functions and powers of the principal senior executives and other officers and of the board of directors; directors’ informational rights; the right of directors who have no significant relationship with the corporation’s senior executives to retain outside experts to advise them on problems arising in the exercise of their duties; and the role of audit committees in large publicly held corporations.

Part III-A sets forth additional recommendations of corporate practice for voluntary adoption by corporations themselves. These recommendations, which are not intended to be legally binding, concern the composition of the board of directors in publicly held corporations; the creation and composition of audit committees in small publicly held corporations; the functions and powers of audit committees; the composition, powers, and functions of nominating committees in publicly held corporations and of compensation committees in large publicly held corporations.

Part IV articulates directors’ and officers’ duty-of-care obligations and associated standards, in connection with both the ongoing operations of the corporation and decisionmaking to which the business judgment rule is applicable. Part IV also deals with the extent to which directors and officers may rely on other persons in formulating decisions on behalf of the corporation.

Part V covers the duty imposed upon directors, senior executives, and controlling shareholders to deal fairly with the corporation, and it formulates standards of fair dealing to apply when their own pecuniary interests are involved in matters affecting the corporation, such as compensation, transactions and competition with the corporation, the taking of corporate opportunities, and the transfer of corporate control.

Part VI addresses the role of directors and shareholders in the special context of transactions in control and tender offers.

Part VII deals with corporate remedies and includes extensive coverage of the procedures and standards relating to derivative actions, the standards for measuring damages for breach of duty to the corporation, indemnification and insurance for directors and officers, and the appraisal rights of shareholders.

The usefulness of the volumes are enhanced by Tables of Cases, Statutes, and Cross References to West Digest System key numbers and ALR Annotations, and by a comprehensive Index. They are updated annually by cumulative pocket parts containing court citations to the recommended rules or principles.

Reportorial Staff: Melvin A. Eisenberg, University of California School of Law, Berkeley, California, Chief Reporter [from 1984]and Reporter for Parts I, II, and III, the Justice R. Ammi Cutter Reporter [from 1991]; Stanley A. Kaplan, Chicago, Illinois, Chief Reporter [from 1980 to 1984; deceased 1991]; Harvey J. Goldschmid, Columbia University School of Law, New York, New York, Deputy Chief Reporter [from 1980 to 1984]and Reporter for Part IV, Consultant to the Project [from 1985]; Marshall L. Small, San Francisco, California, Reporter for Chapters 1, 2, and 3 of Part V and Chapter 3 of Part VII and Co-Reporter for Chapter 4 of Part V, Part VI, and §§ 7.24 and 7.25; Ronald J. Gilson, Stanford Law School, Stanford, California, Co-Reporter for Chapter 4 of Part V, Part VI, and §§ 7.24 and 7.25; John C. Coffee, Jr., Columbia University School of Law, New York, New York, Reporter for Chapters 1 and 2 and §§ 7.21-7.23 of Part VII.

Consultants: George W. Coombe, Jr., San Francisco, California; ‡Lloyd N. Cutler, Washington, District of Columbia; Joseph Hinsey IV, Graduate School of Business Administration, Harvard University, Cambridge, Massachusetts; ‡Nicholas deB. Katzenbach, Morristown, New Jersey [from 1983]; Milton P. Kroll, Washington, District of Columbia; Louis Loss, Harvard University Law School, Cambridge, Massachusetts; Bayless A. Manning, New York, New York; ‡Robert H. Mundheim, University of Pennsylvania Law School, Philadelphia, Pennsylvania; Donald E. Schwartz, Georgetown University Law Center, Washington, District of Columbia [Deceased 1988]; Irving S. Shapiro, Wilmington, Delaware; Bernard Weisberg, Chicago, Illinois.

Advisers: Arlin M. Adams, Philadelphia, Pennsylvania; William M. Batten, Locust Valley, New York; Kenneth J. Bialkin, New York, New York; Hugo L. Black, Jr., Miami, Florida; Phillip I. Blumberg, University of Connecticut School of Law, West Hartford, Connecticut; ‡Charles D. Breitel, New York, New York [from 1980 to 1986]; Samuel C. Butler, New York, New York; Richard M. Buxbaum, University of California School of Law, Berkeley, California [from 1986]; William L. Cary, Columbia University School of Law, New York, New York [Deceased 1983]; Catherine Blanchard Cleary, Milwaukee, Wisconsin [from 1980 to 1988]; George L. Cohen, Atlanta, Georgia; Milton H. Cohen, Chicago, Illinois; J. Gordon Cooney, Philadelphia, Pennsylvania; Fred N. Fishman, New York, New York; Milton V. Freeman, Washington, District of Columbia; ‡Henry J. Friendly, Judge, United States Court of Appeals for the Second Circuit, New York, New York [Deceased 1986]; Elliott Goldstein, Atlanta, Georgia; Mendes Hershman, New York, New York [Deceased 1992]; Everett L. Hollis, Chicago, Illinois; Frank A. Hutson, Jr., Essex Fells, New Jersey; Stanley A. Kaplan, Chicago, Illinois [from 1984; deceased 1991]; Roberta S. Karmel, Brooklyn Law School, Brooklyn, New York; William F. Kennedy, Easton, Connecticut; Victor H. Kramer, University of Minnesota Law School, Minneapolis, Minnesota; Robert M. Loeffler, Los Angeles, California; Bevis Longstreth, New York, New York; James H. Lorie, University of Chicago, Graduate School of Business, Chicago, Illinois; John E. Merow, New York, New York; Harvey L. Pitt, Washington, District of Columbia; Alex Polikoff, Chicago, Illinois [from 1980 to 1988]; William T. Quillen, Widener University School of Law, Wilmington, Delaware; ‡Ernest J. Sargeant, Boston, Massachusetts; Herman Schwartz, Washington College of Law, American University, Washington, District of Columbia [from 1980 to 1987]; Joel Seligman, University of Michigan Law School, Ann Arbor, Michigan; Otis M. Smith, Detroit, Michigan; Richard B. Smith, New York, New York; A. A. Sommer, Jr., Washington, District of Columbia; ‡John T. Subak, Philadelphia, Pennsylvania [from 1986]; ‡William H. Webster, Washington, District of Columbia; Herbert Wechsler, New York, New York, Director Emeritus, The American Law Institute; Francis M. Wheat, Los Angeles, California; Harold M. Williams, Los Angeles, California; Oliver E. Williamson, Transamerica Professor of Business, Economics, and Law, University of California, Berkeley, California; ‡Frank M. Wozencraft, Houston, Texas.

Tentative Draft No. 2: Part I. Definitions; Part II. The Objective and Conduct of the Business Corporation; Part III. Structure of the Corporation xviii, 124 pp., 1984, Order Code 5731, $20 -- Order this item

Tentative Draft No. 3: Part IV. Duty of Care and the Business Judgment Rule; Part V. Duty of Loyalty xiv, 271 pp., 1984, Order Code 5732, $20 -- Order this item

Tentative Draft No. 4: Note on Proposed Revisions in Part III of Tentative Draft No. 2; Part IV. Duty of Care and the Business Judgment Rule xvii, 88 pp., 1985, Order Code 5782, $12 -- Order this item

Tentative Draft No. 5: Part I. Selected Definitions; Part V. Duty of Loyalty (Revised) xvii, 234 pp., 1986, Order Code 5823, $25 -- Order this item

Tentative Draft No. 6: Part VII. Remedies. Chapter 1. The Derivative Action xiii, 270 pp., 1986, Order Code 5829, $30 -- Order this item

Tentative Draft No. 7: Revisions of: Section 5.09. Effect of a Standard of the Corporation; Section 5.10. Transactions with the Corporation; Section 7.17. Limitation on Damages for Certain Violations of the Duty of Care xii, 65 pp., 1987, Order Code 5857, $10 -- Order this item

Tentative Draft No. 8: Part VII. Remedies: Chapter 1. The Derivative Action; Chapter 2. Indemnification and Insurance xiii, 339 pp., 1988, Order Code 5931, $40 -- Order this item

Tentative Draft No. 9: Part V. Duty of Fair Dealing: Chapter 4.Transfer of Control; Part VII. Remedies: Chapter 1. The Derivative Action (Sections 7.10-7.18): Appendix. Revised Black Letter of Sections 7.03 and 7.07-7.09 xiii, 215 pp., 1989, Order Code 5979, $30 -- Order this item

Tentative Draft No. 10: Part I. Definitions; Part V. Duty of Fair Dealing: Chapter 4. Transfer of Control; Part VI. Role of Directors and Shareholders in Transactions in Control and Tender Offers; Part VII. Remedies: Chapter 1. The Derivative Action (§ 7.18); Chapter 2. Indemnification and Insurance; Chapter 3. The Appraisal Remedy xv, 332 pp., 1990, Order Code 5987, $35 -- Order this item

Tentative Draft No. 11: Part I. Definitions; Part II. The Objective and Conduct of the Corporation; Part III. Corporate Structure: Functions and Powers of Directors and Officers in Publicly Held Corporations; 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: Chapter 3. Indemnification and Insurance; Chapter 4. The Appraisal Remedy xxii, 756 pp., 1991, Order Code 5331, $75 -- Order this item

Discussion Draft No. 1: Part VII. Remedies. Chapter 1. The Derivative Action xvi, 243 pp., 1985, Order Code 5790, $20 -- Order this item

Discussion Draft No. 2: Part VI. Role of Directors and Shareholders in Transactions in Control and Tender Offers; Part I. Selected Definitions xiii, 83 pp., 1989, Order Code 5980, $15 -- Order this item

Proposed Final Draft: 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 xxiv, 1,068 pp., 1992, Order Code 5374, $100 -- Order this item

Corporate Governance Cumulative Annual Pocket Parts for Use in 2005

Corporate Governance, vol. 1, 2005 Annual Pocket Part, Order Code 05PPCG1 $29.50 -- Order this item