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National Law Center of the George Washington University




The American Law Institute's Principles of Corporate Governance and Structure: Restatement and Recommendations (ALI Project) has triggered a sharp debate on corporate directors' duty of care. The history of the ALI Project and the events that led to its establishment have received different interpretations. All agree, however, that the Project was prompted by a movement to internalize control over the managements of large American corporations through independent, trustworthy boards of directors to which courts will defer; a movement towards increased corporate self-governance The debate over the ALl Project's statement of the duty of care is important because the results of the debate may provide the acid test of the corporate governance movement and approach.

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