In March 1994, The American Law Institute published its Principles of Corporate Governance: Analysis and Recommendations ("AL Corporate Governance Project" or "Project"). This Project encompasses numerous aspects of corporate law affecting the general management of "substantial enterprises," including the functions and powers of directors and officers; the duty of care; the business judgment rule; the duty of fair dealing; defensive tactics in tender offers; and remedies, such as derivative actions and appraisal proceedings.
Samuel C. Thompson Jr., The Merger and Acquisition Provisions of the ALI Corporate Governance Project as Applied to the Three Steps in the Time-Warner Acquisition, 1996 Colum. Bus. L. Rev. 145 (1996).