Corporate Governance: Analysis and Recommendations

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. 

In the Institute’s tradition, these authoritative volumes combine clear black-letter provisions with extensive explanatory Comments, clarifying Illustrations, and detailed Reporter’s Notes. 

Volume 1
Part 1. Definitions
Part 2. The Objective and Conduct of the Corporation
Part 3. Corporate Structure: Functions and Powers of Directors and Officers;   Audit Committee in Large Publicly Held Corporations
Part 3A. Recommendations of Corporate Practice Concerning the Board and the Principal Oversight Committees
Part 4. Duty of Care and the Business Judgment Rule
Part 5. Duty of Fair Dealing
Part 6. Role of Directors and Shareholders in Transactions in Control and Tender Offers

Volume 2
Part 7. Remedies 

432 pages, 1994, #5463
ISBN Vol #1 - 978–0–314–19413–8
ISBN Vol #2 – 978–0–314–19414–5