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Special Contribution


The American Law Institute ("ALI") is a unique institution. As one writer describes it:

The ALI is perhaps the most elite group of lawyers in the United States. Selected from the ranks of distinguished scholars and practitioners, the Institute is best known for drafting "Restatements of the Law" in various areas. These Restatements provide lawyers and judges with carefully formulated descriptions of the law and traditionally have served as authoritative guides for both legal briefs and judicial opinions.

Admission to membership in the ALI is by election, and the debates on the various works the Institute produces are most often scholarly, if not ponderous. The Project on Corporate Governance was different. "The final approval of the American Law Institute's ... Principles of Corporate Governance: Analysis and Recommendations... represents the culmination of the most controversial event in the history of American corporate law." This has surely been the most contentious project in which the ALI has ever engaged. The debates, including numerous lengthy written analyses of various drafts as well as the discussions on the floor of the ALI's Annual Meetings, where the actual voting occurs, were uncharacteristic; they were sometimes angry in tone, and some speakers went so far as to question the motives of the ALI in undertaking the Project, while officials of the Institute felt it necessary to defend their work. "Attendance at ALI meetings discussing corporate governance issues tripled as a result of the controversy surrounding the Project." ...

Corporation law is state-based law. Georgia corporations are governed, in the first instance, by the Georgia Business Corporation Code. Because the ALI Principles are expected to have a significant impact on the thinking of courts, lawyers, and scholars in this area, it is important to understand how they compare to present Georgia law.

What follows is a comparison of the ALI Principles with Georgia law, principally the Georgia Business Corporation Code, and relevant case law. References to selected journal articles are included as well. Parts I-VI of the ALI's Principles will be covered in this Article; Part VII, Remedies, will be covered in the second part of this Article, to be published in the Georgia Survey next year.