Restatement of the Law, Corporate Governance
At its January 2019 meeting, the ALI Council approved the launch of the Restatement of the Law, Corporate Governance. This project is the ALI’s second foray into this area following the completion in 1993 of Principles of Corporate Governance.
This project will differ from the prior one in two important ways. First, it will be a Restatement, which is grounded in sources of positive law, as opposed to a Principles project, which sets forth best practices for the affected institutions. Second, in the more than quarter century that elapsed from the completion of the Principles and the launch of this Restatement, corporate law has evolved in important ways. In particular, with the re-concentration of shares in the hands of institutional investors, the emergence of activist hedge funds, and the emphasis on environmental, social, and governance (ESG) issues. As a result, the Council decided that it was timely to launch this new project.
Reporters
Edward B. Rock
Reporter, Corporate Governance Restatement
Edward Rock’s main areas of teaching and research at NYU Law are corporate law and corporate governance. In his 50 or so articles, he has written about poison pills, politics and corporate law, hedge funds, corporate voting, proxy access, corporate federalism and mergers and acquisitions, among other things. In addition to teaching and research, Rock is the director of NYU’s Institute for Corporate Governance & Finance. He spent the first part of his teaching career at the University of Pennsylvania where he served as Co-Director of the Institute for Law and Economics (1998-2010), as Associate Dean (2006-08), and as Senior Advisor to the President and Provost and Director of Open Course Initiatives (2012-15).
Marcel Kahan
Associate Reporter, Corporate Governance Restatement
Marcel Kahan’s main areas of teaching and research at NYU Law are shareholder voting, hedge funds, corporate governance, mergers and acquisitions, and bondholder rights. Kahan has received the Merton Miller Prize for the best paper submitted to the Journal of Business and the De Brauw Blackstone Westbroek Law Prize for the best paper in the ECGI Law Working Paper series. In addition, the Corporate Practice Commentator has selected over 20 of his articles as among the best corporate and securities articles. He is a Fellow at the European Corporate Governance Institute and a member of the American Law Institute and of the American Academy of Arts and Sciences.
Elisabeth de Fontenay
Associate Reporter, Corporate Governance Restatement
Elisabeth de Fontenay’s primary research interests are in the fields of corporate law and corporate finance. At Duke Law, she teaches Business Associations, Corporate Finance, and Private Equity & Hedge Funds, and received the law school’s Distinguished Teaching Award in 2014. Her broad research agenda focuses on how market actors behave in the less-regulated spaces of the financial markets. Her work has examined questions such as the ongoing decline in U.S. public companies and the rise of private capital, private equity firms’ role in the debt markets and in corporate governance, public versus private financial markets, complexity in financial contracting, and value creation by transactional lawyers and elite law firms. She has testified before Congress and presented to the U.S. Securities and Exchange Commission on current topics in corporate finance.
The ALI Adviser is intended to inform readers about the legal topics and issues examined in many of ALI’s current projects; posts do not necessarily represent the position of the Institute taken in those projects. Posts on The ALI Adviser are written by ALI project participants, ALI members, and outside sources. Completed work is available to purchase online.
