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Principles of Corporate Governance records

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Held at: University of Pennsylvania: Biddle Law Library [Contact Us]3460 Chestnut Street, Biddle Law Library, Philadelphia, PA 19104-3406

This is a finding aid. It is a description of archival material held at the University of Pennsylvania: Biddle Law Library. Unless otherwise noted, the materials described below are physically available in their reading room, and not digitally available through the web.

Overview and metadata sections

Call Number:
ALI.04.023
Repository:
University of Pennsylvania: Biddle Law Library
Extent:
5 linear feet
Language:
English
Preferred Citation:
[Identification of item], in the Principles of Corporate Governance Records, American Law Institute Archives, ALI.04.023, Biddle Law Library, University of Pennsylvania Law School, Philadelphia, PA.
Date:
1981-1990 (inclusive)
Creator:
American Law Institute
Form:
Drafts (documents)
Abstract:
In 1977, the American Law Institute (ALI) commissioned a review of the principles, customs, and laws that related to operating a corporation, known the Principles of Corporate Governance project. Work on the project culminated in 1992, when the ALI formally adopted the Principles of Corporate Governance. A set of reporter's notes, which reflected the analysis and scholarship of the reporters on the project, was published in 1994. The collection, 1981-1990, includes meeting records, drafts, letters, comments, and other records related to the drafting of the Principles of Corporate Governance, a project that aimed to summarize the conditions under which corporations lawfully conduct operations.

In 1977, the American Law Institute (ALI) commissioned a review of the principles, customs, and laws that related to operating a corporation, known the Principles of Corporate Governance project. Work on the project culminated in 1992, when the ALI formally adopted the Principles of Corporate Governance. A set of reporter's notes, which reflected the analysis and scholarship of the reporters on the project, was published in 1994.

The Principles of Corporate Governance Records, 1981-1990, include meeting records, drafts, letters, comments, and other records related to the drafting of the Principles of Corporate Governance, a project that aimed to summarize the conditions under which corporations lawfully conduct operations.

The records do not constitute a comprehensive collection of the output of the project's members. The project began in 1987 and continued until 1994. Other records are currently unprocessed. Contact the archives for more information.

    Missing Title
  1. Introductory Note
  2. Meeting Records
  3. Drafts
  4. Memorandums, reports, and other documents
  5. Comments

Throughout this collection, researchers should note the following abbreviations when examining the collection: "PD" stands for Preliminary Draft "TD" stands for Tentative Draft "CD" stands for Council Draft

First shipment received from the American Law Institute in 1995.

An item-level container list is available offline in spreadsheet form.

Preliminary container list prepared by Melissa Backes, 1995-2005.

Processed and encoded by Jordon Steele, May 2008.

Subject

Publisher
University of Pennsylvania: Biddle Law Library
Finding Aid Author
Jordon Steele
Finding Aid Date
2009
Access Restrictions

None.

Use Restrictions

The archives reserves the right to restrict access to material of sensitive nature. Please contact the department for further information.

Collection Inventory

1.. Introductory Note to consultants and advisers. Stanley A. Kaplan. , 1981 August 21.
Box 1 Folder 1
Scope and Contents

Introductory note by project reporter, Stanley Kaplan, to consultants and advisers, which provides an overview of the genesis of the Principles of Corporate Governance project.

Scope and Contents

Transcripts, motions submitted in advance of meetings, and other meeting materials.

1981 Meeting minutes and materials. National conference on corporate governance and accountability in the 1980s. Vol. 1, pp. 1-289., 1981 November 7-8.
Box 1 Box Folder 1
1981 Meeting miutes and materials. National conference on corporate governance and accountability in the 1980s. Vol. 2, pp. 290-531., 1981 November 7-8.
Box 1 Box Folder 2
1983 Meeting minutes and materials. '"The dynamics of corporate governance," keynote address by Donald V. Seibert at the conference on the ALI's corporate governance proposals: law and economics., 1983 September 22.
Box 1 Box Folder 3
1983 Meeting minutes and materials. Memorandum of meeting at business roundtable offices. , 1983 November 17.
Box 1 Box Folder 4
1985 Meeting minutes. Edited transcript of proceedings of the business roundtable/Emory University Law and Economics Center conference on remedies under the ALI proposals: law and economics., 1985 May 2-5.
Box 1 Box Folder 5
1986 Analysis and recommendations, motions submitted in advanced of 1986 annual meeting., 1986.
Box 1 Box Folder 6
1987 Meeting minutes. Meeting of advisers to the council for corporate governance. , 1987 May 18.
Box 1 Box Folder 7

Scope and Contents

Drafts and related records created in the course of writing the Principles of Corporate Governance.

Memorandums, 1980-1984.
Box 1 Folder 9-16
1981 Advisory group draft no. 1. Subjects covered: parts 1-4, 7., 1981 October 19.
Box 1 Box Folder 8
1982 Advisory group draft no. 2. Subjects covered: parts 1, 3, 5., 1982 December 18.
Box 1 Box Folder 9
1982 Advisory group draft no. 3. Subject covered: principal changes recommended in TD no. 1., 1982 December 21.
Box 1 Box Folder 10
1983 Advisory group draft no. 4. Subjects covered: part 1, part 3, part 5., 1983 May 5.
Box 1 Box Folder 11
1983 Advisory group draft no. 5. Subjects covered: parts 1-4, 7., 1983 October 4.
Box 1 Box Folder 12
1983 Advisory group draft no. 5 (supplement). Subjects covered: part 4-§ 4.02-4.04, part 7-§ 7.40-7.47., 1983 October 20.
Box 1 Box Folder 13
1985 Advisory group draft no. 6. Subjects covered: parts 1, 5., 1985 September 27.
Box 1 Box Folder 14
1986 Advisory group draft no. 7. Subjects covered: parts 1, 6., 1986 September 17.
Box 1 Box Folder 15
1990 Advisory group draft no. 11. Subjects covered: revisions of parts 1, 2, 5 (chapters 1-2)., 1990 March 16.
Box 1 Box Folder 16
Council Drafts, 1981-1992.
Box 3 Folder 1-16 Box 2 Folder 11-19
Arrangement

Mainly chronological, although some are out of order.

1985 Motions submitted in advance of 1985 annual meeting. Tentative draft nos. 2 and 4. , 1985 May 7.
Box 1 Box Folder 21
Discussion Drafts, 1985-1989.
Box 4 Folder 8-10
1984 Martin Lipton's proposal re: shareholder protection and elimination of takeover abuses of 1985. , 1984 November 20.
Box 1 Box Folder 20
Final Version, Vols. 1-2, 1994.
Box 4 Folder 12-13
Black-Lettered Draft, 1982 December 15.
Box 5 Folder 1
Reporter's Study No. 1, 1985 February 22.
Box 5 Folder 2
Analysis and recommendations. Part 5. (Definitions and rules without commentary.) No date., undated.
Box 5 Folder 3
Miscellaneous.
Box 2 Box Folder 2
4.. Memorandums, reports, and other documents, 1977-1989.
Box 5 Folder 32-33 Box 5 Folder 4-9
Scope and Contents

Includes memorandums submitted to Council and a white paper on the project.

Scope and Contents

Mainly comments submitted by ALI members on drafts of the Principles of Corporate Governance. Also includes comments from the American Bar Association, Marty Lipton, and other interested parties.

1982 Member comments. Council Draft no. 1., 1982.
Box 2 Box Folder 3
1983-1984 Member comments. CD no. 2., 1983-1984.
Box 2 Box Folder 4
1984 Member comments. CD no. 3., 1984.
Box 2 Box Folder 5
1984 Member comments. TD no. 2 and TD no. 3. Annual meeting., 1984.
Box 2 Box Folder 6
1985 Member comments. Discussion draft no. 1., 1985.
Box 2 Box Folder 7
1985 Member comments. Tentative Draft no. 3., 1985.
Box 2 Box Folder 8
1985 Member comments. TD no. 4., 1985.
Box 2 Box Folder 9
1985 Member comments. CD no. 5. Folders 1-2., 1985.
Box 2 Box Folder 10
1985 Member comments. CD no. 6., 1985.
Box 2 Box Folder 11
1986 Member comments. TD no. 5., 1986.
Box 2 Box Folder 12
1986 Member comments. CD no. 7., 1986.
Box 2 Box Folder 13
1986 Member comments. TD no. 7., 1986.
Box 2 Box Folder 14
1987 Member comments. TD no. 7., 1987.
Box 2 Box Folder 15
1987 Member comments. TD no. 5., 1987.
Box 2 Box Folder 16
1988 Member comments. TD no. 8., 1988.
Box 2 Box Folder 7
1988 Member comments. TD no. 8., 1988.
Box 2 Box Folder 18
1983 ABA's ad hoc committee on the corporate governance project (CORPRO). Aug. 11, 1983., 1983 August 11.
Box 2 Box Folder 19
1986 Comments and correspondence re: amendment to TD no. 5., 1986.

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