Call Number:

ALI.10.010

Repository:

University of Pennsylvania: Biddle Law Library

Extent:

5.50 linear feet (6 boxes)

Language:

English

Preferred Citation:

[Identification of item], in the Stanley A. Kaplan papers (Principles of Corporate Governance Project), American Law Institute Archives, ALI.10.010, Biddle Law Library, University of Pennsylvania Law School, Philadelphia, PA.

Date:

1969-1991 (inclusive)

Creator:

American Law Institute and Kaplan, Stanley A.

Form:

Drafts (documents)

Abstract:

From 1980 to 1984, Stanley A. Kaplan served as the chief reporter for the American Law Institute's Principles of Corporate Governance Project. This collection contains correspondence, drafts, meeting materials, research files, and writings on the project created during Kaplan's time as a reporter.

Stanley A. Kaplan was born in 1910. He graduated from the University of Chicago in 1931, received his law degree from the University of Chicago in 1933, and received an LL.M. from Columbia University in 1935. After graduation, Kaplan practiced corporate and securities law at Gottlieb & Schwartz in Chicago. From 1960 to 1978, Kaplan taught at the University of Chicago, specializing in bankruptcy, corporate reorganization, securities regulation, and professional responsibility. In 1969, he co-authored the book Materials on Reorganization, Recapitalization and Insolvency with fellow University of Chicago professor Walter J. Blum. Outside of the university, Kaplan served as Chairman of the Securities Law Committee of the Chicago Bar Association, was a founding member of the American Civil Liberties Union in Chicago, and was a founding member of the Chicago chapter of the Anti-Defamation League.

Kaplan was also a member of the American Law Institute (ALI). From 1980 to 1984, he served as the chief reporter for the ALI's Principles of Corporate Governance Project. Kaplan assumed this role in 1980 after Ray Garrett, the project's first chief reporter, passed away. The project originated from a series of regional symposiums on corporate governance held between 1977 and 1978. The symposiums were sponsored by the American Law Institute, the American Law Institute-American Bar Association Committee on Continuing Professional Education, and the American Bar Association Section of Corporation, Banking, and Business Law. The consensus from the symposiums was to create a project that could serve as both an ALI restatement, describing and analyzing the law as it existed, and a set of recommendations for improvement in both the law and corporate practice. Melvin A. Eisenberg became the chief reporter in 1985. The work on the project culminated in 1992, when the ALI formally adopted the Principles of Corporate Governance: Analysis and Recommendations. A set of reporters' notes, which reflected the analysis and scholarship of the reporters on the project, was published in 1994. Stanley Kaplan passed away in 1991.

The Stanley A. Kaplan papers document his work as a reporter for the American Law Institute's Principles of Corporate Governance Project.

Series I: Correspondence and Comments, 1977-1991, contains both incoming and outgoing correspondence with American Law Institute (ALI) members, advisors, consultants, and other parties, such as the Business Roundtable and the Corporate Section of the American Bar Association, about the ongoing work of the ALI's corporate governance project. A substantial amount of correspondence contains comments on restatement drafts sent to Kaplan, including original outlines of the scope of the project, revised paragraphs, and recommended edits to section drafts. Also included is correspondence about choosing project advisors, meeting materials from the beginning of the project (1979 to 1980), press clippings about the work of the ALI, and legal journal articles, cases, and news clippings that Kaplan or others found relevant to the project.

Series II: Drafts, 1980-1991, contains drafts of the project that were either written by Kaplan, contain his annotations, or were filed by Kaplan as "drafts" and not attached to any correspondence. Also included are summaries of changes made to the drafts by all reporters. The inventory notes at a folder level which drafts contain annotations.

Series III: Research, Writings, and Remarks, 1969-1988, contains Kaplan's research files as well as drafts of his speeches and writings. Included are outlines from remarks that Kaplan gave on corporate governance and his drafts of a written history of the ALI's project. All the material in this series was most likely used by Kaplan for the corporate governance project in some capacity; however, some files were created during Kaplan's time as a professor at the University of Chicago. For example, there is a file of Insolvency and Reorganization course materials created by Professor Walter J. Blume in 1965 that Kaplan substantially annotated. Other research files consist of articles, news clippings, reports, and cases that Kaplan collected related to corporate law.

The collection is arranged into the following series:

1. Series I. Correspondence and Comments
2. Series II. Drafts
3. Series III. Research, Writings, and Remarks