2015 Millstein Governance Forum
Is it time to Rethink the ALI Principles of Corporate Governance 2.01 and the Objective of the Corporation?
Traditionally, corporate law has specified only that directors should act “in the best interests of the corporation.” The American Law Institute’s Principles of Corporate Governance sought to be more specific, and its Section 2.01 (“The objective and conduct of the corporation”) introduced the idea that the “objective” should be to “enhance” “corporate profit and shareholder gain,” but subject to a duty to obey the law and certain moral obligations. Today, this compromise no longer satisfies everyone, but different critics wish to move in different directions. The focus of this panel will be on what the appropriate standard should be.
Moderator: John C. Coffee, Jr., Adolf A. Berle Professor of Law, Columbia Law School
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