Principles of the Law - Principles of Law - Principles of Corporate Governance: Analysis and Recommendations

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 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.

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Principles of Corporate Governance: Analysis and Recommendations - Volumes 1 & 2

2008 Reprint

• Price: $153.00
• Product Code: 5463
• Year: 1994
• Pages: 432/477
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Principles of Corporate Governance Cumulative Annual Pocket Parts for use in 2010 - Volume 1

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• Product Code: 10PPCG1
• Year: 2010
• Pages: 29
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Principles of Corporate Governance Cumulative Annual Pocket Parts for use in 2010 - Volume 2

• Price: $34.00
• Product Code: 10PPCG2
• Year: 2010
• Pages: 36
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Principles of Corporate Governance: Analysis and Recommendations

Student Edition

• Price: $39.00
• Product Code: 6029
• Year: 1994
• Pages: 909
• Type: Softbound

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Principles of Corporate Governance: Analysis and Recommendations - 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

• Price: $100.00
• Product Code: 5374
• Year: 1992
• Pages: 1068

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Principles of Corporate Governance: Analysis and Recommendations - Tentative Draft #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

• Price: $75.00
• Product Code: 5331
• Year: 1991
• Pages: 756

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Principles of Corporate Governance: Analysis and Recommendations - Tentative Draft #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

• Price: $35.00
• Product Code: 5987
• Year: 1990
• Pages: 332

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Principles of Corporate Governance: Analysis and Recommendations - Tentative Draft #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

• Price: $30.00
• Product Code: 5979
• Year: 1989
• Pages: 215

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Principles of Corporate Governance: Analysis and Recommendations - Tentative Draft #8

 Part VII. Remedies: Chapter 1. The Derivative Action; Chapter 2. Indemnification and Insurance

• Price: $40.00
• Product Code: 5931
• Year: 1988
• Pages: 339

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Principles of Corporate Governance: Analysis and Recommendations - Tentative Draft # 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

• Price: $10.00
• Product Code: 5857
• Year: 1987
• Pages: 65

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Principles of Corporate Governance: Analysis and Recommendations - Tentative Draft # 6

Part VII. Remedies. Chapter 1. The Derivative Action

• Price: $30.00
• Product Code: 5829
• Year: 1986
• Pages: 270

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Principles of Corporate Governance: Analysis and Recommendations - Tentative Draft #5

Part I. Selected Definitions; Part V. Duty of Loyalty (Revised)

• Price: $25.00
• Product Code: 5823
• Year: 1986
• Pages: 234

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Principles of Corporate Governance: Analysis and Recommendations - Tentative Draft #4

Note on Proposed Revisions in Part III of Tentative Draft No. 2; Part IV. Duty of Care and the Business Judgment Rule

• Price: $12.00
• Product Code: 5782
• Year: 1985
• Pages: 88

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Principles of Corporate Governance: Analysis and Recommendations - Tentative Draft #3

Part IV. Duty of Care and the Business Judgment Rule; Part V. Duty of Loyalty

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• Product Code: 5732
• Year: 1984
• Pages: 271

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Principles of Corporate Governance: Analysis and Recommendations - Tentative Draft #2

Part I. Definitions; Part II. The Objective and Conduct of the Business Corporation; Part III. Structure of the Corporation

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• Product Code: 5731
• Year: 1984
• Pages: 124

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Principles of Corporate Governance: Analysis and Recommendations - Discussion Draft #2

Part VI. Role of Directors and Shareholders in Transactions in Control and Tender Offers; Part I. Selected Definitions

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• Product Code: 5980
• Year: 1989
• Pages: 83

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Principles of Corporate Governance: Analysis and Recommendations - Discussion Draft #1

Part VII. Remedies. Chapter 1. The Derivative Action

• Price: $20.00
• Product Code: 5790
• Year: 1985
• Pages: 243

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