Restatement of the Law,

Corporate Governance

The Institute first tackled the subject of corporate governance more than 25 years ago in Principles of the Law, Corporate Governance: Analysis and Recommendations. Although it provided valuable guidance in a new and unfamiliar area of law at the time, this area has evolved quite a bit in the intervening decades. This project will examine the state of the law today and reflect it in the Restatement.
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At the 2022 Annual Meeting, the membership voted to approve the following from Tentative Draft No. 1: §§ 1.10, 1.23, and 1.24 of Chapter 1, Definitions; § 2.01 of Chapter 2, The Objective of a Corporation; §§ 4.01 and 4.02 of Chapter 4, Duty of Care and the Business of Judgment Rule; and §§ 5.01 and 5.10 of Chapter 5, Duty of Loyalty. After discussion, the Reporters agreed to revisit § 5.02. Accordingly, there was no vote on § 5.02.

All draft approvals are subject to the discussion at the meeting and usual editorial prerogative. 

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