 Now, 69 was a year when we started a couple new projects, I think. Judgments with Kaplan and Shapiro and property re-examination with Casner, and Louis lost his Federal Securities Code. That's quite an order and come on the plate in one year. Well, that was because things were completed. Yep. We completed the Division of Jurisdiction, the State and Gift Tax, land use was coming to a close. That's the year Baselman came in and he kind of, well, we pretty much had three projects either finished or finishing, and so we had three places on the agenda for new projects. 69 was then continuing. That wasn't completed till 71, and there you had two new reporters to contend with or to work with. I shouldn't say contend. Wade succeeded Prosser, been a reporter since 54, and Farnsworth succeeded Browker, but then I'm looking at your 72 report. That's the one in which you gave a ten-year review, it was your first ten years as a reporter. The director, I'm sorry, it was rather impressive, you said you were working on pre-arrayment procedure towards contracts, land use, the Federal Securities Code, judgments, landlord and tenant, and Article 9. Your responsibilities seem to be getting broader, still holding up. Well, the internals of some of those were simplifying while we were getting near the end. Then we come to 73, that was the 50th anniversary, and I think it was your idea to have that 50th anniversary issue to reprint the original report to the organization of the Institute. Yes, I think one of the very important things about the Institute is to take full advantage of its many, many years of continuous existence and production and service. And it seems to me one way to pull in the current generation in a setting that took advantage of this historic continuity was to go back to the original. I'm sure many people who've never read that original report read it in connection with that anniversary. I notice in your 74th annual report you took up this proposal for a National Institute of Justice and didn't treat it too kindly. Well, this was a crazy idea. This was a proposal to have one organization be responsible for the improvement of the law and every jurisdiction in the country, or at least that's the way I read it. And it was that aspect of it that I called attention to as gently but as critically as I could. Of course, nothing's ever happened with it. I think you helped give it its final bullet as it were. And I keep referring to this and I hope you don't mind again in 74 you were talking to the restate in the contracts and that's when you mentioned that the statutory norm was being treated as a premise for legal reasoning referring to the use by Farnsworth of reliance on the UCC. Now, 75, the two projects that were pending when you came in in 62 finally came to conclusion and proposed official drafts, a model pre-arrayment code and a model land development code. In the next year there was a change in administration, as you really call it, and we haven't said much about Norris Darrell. Wasn't there a word about Norris? I thought he was rather a kindly, gentle soul. Well, of course, Norris was responsible, I'm sure, for my appointment and during the years from 1963 to his resignation in 1976. So that's 13 years. During those years we worked together. I think we're all set now. We were talking about Norris who was president during your first years as 13 years as a reporter in relation to that Tweed who was president when you were your years as director and Tweed who was president in your years as reporter. So I recall Tweed attended most of your meetings, advisory committee meetings. He often did, yes. Certainly he did more than Norris did attend the advisory committee meetings but Norris was, I think, so this was reflected a difference in the personalities of the two men. I think one would say that Norris was a much better delegator than Tweed but the great thing that Norris offered as president to a director was, first of all, his availability whenever the director sought advice or discussion or help. Is that working? Yep, I think so. Second, his very studious non-interference with the details of the operation I think his large corporate experience, it gave him a sense for how a CEO, how a board chairman ought to operate in relation to a CEO who was somebody else. He did that just right. He provided encouragement and sustenance for his guidance when his guidance was sought but he didn't dabble around in the detail. He expected that the director would bring to him any problem that had a significant public relations dimension or that called for the judgment, an organizational judgment, a judgment about the nature and future of the organization. In the years following 77, well, in 77 contracts were still going on. Landlord UCC Article 8 came up. We had the tax projects, as you remember, K, sub-chapter K, sub-chapter C, and international aspects of U.S. income taxation. And then we started thinking about the new restate uniform relations law. Right. The venture into electronic fund transfers or the new payments codes with Hal Scott. There was also quite an agenda. It was CAT later on by the exploration of doing a project in corporate governance following a series of notational conferences. And restitution with Bill Young. I remember the introduction of Chief Justice in the year you stepped down when it was at 1984 in which he quotes somebody saying, you compliment your great agility in being able to jump in and deal substantively with this very diverse group of subjects. I always marvel at your great capacity in that respect of whether it was sub-chapter K, the foreign relations law, or even electronic funds transfers for UCC. How much time did you give to studying the drafts for those, or did all this come to you naturally? No, I really worked very hard on the drafts. I mean, these were tended to be serious when I had my teaching and really wasn't doing anything else. Except for completing the New York Times case, which was on my docket when I became director. And that involved the postponement of my incumbency for seven, six, or eight months. I forget what it was during which, by the way, I did not get paid anything by the Institute. But after the decision in the New York Times case and finishing up a few obligations that I had to the Times in relation to other cases, I simply didn't take on any assignments in practice. I mean, either advisory or operative for about a 20-year period. I considered that I was obliged to give the Institute the substantially all of my time other than that required for teaching. And I was paid accordingly. Well, I might add here, directors of the Institute have always been underpaid, but be that as it may. This is maybe a personal question, but I hope it won't be modest. Was it hard work jumping around from subject to subject to subject, or your facility for grasping the issues and seeing the problems sort of come naturally? Well, I think I have an aptitude for it, obviously. But it's not an aptitude I can put to use without pretty solid preparation. After all, if you're talking about, you know, I'm talking about graphs, the first thing you have to do is read them to be able to work with them. But on the other hand, I didn't read one reading why I was so happy in the work was that it seemed to be up my alley, and I didn't suffer with the work. Indeed, I found the reporter's job a harder job because writing has always been for me an innovating experience. I mean, I seem to be an oral person rather than a written. I don't dictate letters even, for example. My mode of work is with a yellow pen and a pencil and I can be happy with a word processor or even less so with a computer. I did find the variety was an excellent safeguard against boredom, and I did try to assure that the program of the institute had sufficient variety so that a person interested in law would find it interesting no matter what his specialty might be. I think I have about two or three questions left. One is, why are we having the difficulties that seem to be coming up with corporate governance? I don't recall that coming up in any other project. Just maybe a hint of it in torts when they did 402A and then of course there was that problem with the UCC when it was first promulgated and had to be revised in New York. But corporate governance seems to be in generally particular difficulties. As you said earlier, we dropped a business associations project some years ago. It's the subject, one that doesn't lend itself to academics and law and judges and general practitioners addressing it. I don't think there's any bearing that the experience of the early period has any bearing on the experience of the later period. I mean there was no public opinion problem. We dropped the corporate and the business associations project because we ran out of funds. And it wasn't a project which at that time, we were talking about the late 20s probably of the early 30s that the most had any sex appeal really and the depression had hit and funds had dried up. That was the story of the early days as I see it. Well, what happened? What's the problem today? Well, I think that I can't avoid stating that I think that there was gross ineptitude in that first draft in corporate governance in the sense of the work itself and second that the mode of expression did not take account in any sophisticated way of the organized sensitivities that had developed at the corporate bar and in the organization of opinion of corporate personnel, executives, and directors. I think if we'd had the benefit of Wiser Council, if what's his name hadn't died, Ray Garrett hadn't died, if he remained the chief reporter for the project, I don't think we'd have gotten into any trouble at all because he would have been sensitive to these unnecessary irritants that were in that draft. I hadn't been working in the corporate field. I did, as a matter of fact, have a good deal to do with the elimination of some of those unnecessary irritants before any draft was made public. But you remember that we got the initial reaction on the basis of the multi-list draft, the preliminary draft, which ought not to have been distributed in many quarters where it was, in fact, distributed by two people who did not preserve the confidentiality limitations that the draft carried. I must say, though, that for me, I, too, was inadequately attuned to the nature of the terrain in which we were working. Our mitigations, I think, we'd had such a splendid relationship with the corporate bar in doing the federal securities government for all of them dealing with issues of perhaps greater moment to the Wall Street than anything they had in that first corporate governance draft, but they were handled with sophistication and knowledgeability, and while there were differences of opinion and issues were raised and some of them were important, we were working together. I assumed that we had succeeded in conscripting for the corporate governance project all the goodwill that we had developed in our work on the federal securities code, and I thought that this was guaranteed, really, by the regional conferences that you remember were held before we embarked on the project and the thrust of which was throughout the country to urge the Institute to dig into corporate law as a field that needed the kind of in-depth analytical work that the Institute would do. The first anxiety that I had, I must confess, was when I read that preliminary draft, I got agreement from the reporters, particularly the then chief reporter, to eliminate some material, but I didn't get it soon enough. I should have seen that preliminary draft before it was duplicated and distributed. So I blame myself for the deal. I was coasting along on the sense of good relations that had been developed by Louis Lawson and his colleagues working on the securities code. It's interesting. Just that you were two before then is when the policy decision was made to distribute preliminary drafts beyond the counsel and advisors. That's the current policy and your explanation of what happened raises a question about whether the wisdom of such a policy, we haven't had the same episode since then, but it could occur again. Once the dyes cast, people don't remember anything that happens after that. And this conversation wouldn't be complete without having at least this brief statement from you of your views on the ABA-ALI partnership and post-admission legal education. A member of that famous conference at the Association of the Bar Lawson-Long called a summit meeting when the ABA wanted to withdraw. Well, as you know, my position has always been to buy them a ticket and say goodbye. I'm not even satisfied today with that from the point of view of either the ALI's own mission or pleasure in working with the educational side of our work that we gain anything from the association with the ABA. And I know that we, to some extent, are hampered and limited by that association. In the early days, when the matters seemed to be an issue, I didn't hesitate to express these views in meetings of the, what do you call it, governing the body of the ABA committee. That's right, meetings of the committee. I didn't hesitate to express these views when they were relevant in meetings of the committee. I have not been associated with that work for the last five years. And if I now were, it may well be that I would take a different view of the matter. I think that as director, you have done a marvelous job of avoiding the difficulties that the collaboration has always involved. And I know and respect your view that there are advantages in it as well as disadvantages. I no longer worry about it because I'm satisfied that if the ABA should ever decide again who's interested in going its own way that the institute would continue its part of the work. Aliyahbo would simply become ALI and I don't believe that the work would suffer. Well, this has been a long session and I'm going to impose on you by asking you a broad question about the future. What, if anything, would you do to revise the way the institute operates, the way its membership is selected, the way the council is elected, the way leadership is provided? Are there any changes that you think are indicated or would you let well enough alone and think that things are working pretty well and we continue on the same way? Well, let me say that I think that if I was still involved in policymaking on these points, I probably would not have favored the principal change that has been made in institute procedures, namely, opening the matter up to further preliminary discussion among volunteer groups of members and that is the invitation to the entire membership to receive the drafts before their council receives them and works on them. I understand the impulse part of the membership to get involved more deeply than just attending the annual meeting and participating in the review of the drafts there and I understand the desire part of the leadership to satisfy that impulse but on the other hand I keep worrying that the devoting more and more time to more and more conferences with more and more people will in the long run detract from rather than improve the quality of the work and it seemed to me that the pristine concept reported a group of advisors the council and the institute which after all already calls for three levels of review makes the procedure arduous enough from the point of view of a reporter on the other hand I'm gratified to see that in the areas where these preliminary conferences have taken place both the member participants and the reporter participants seem to feel that the effort has been worthwhile I am right about that Yes and unless somebody else be blamed for this procedure I was the instigator of it so I'll have to plead guilty it turns out to be improvident Well I think your judgment is no doubt better than mine I view it I guess still from the point of view of the working staff who has to get the material out and who wants as much time as possible to have it in the best shape that it can be in Any other aspects for the future the size of the council too large too small not sufficiently diverse the annual meeting too large we're getting to have a larger membership now as you're aware No I don't sit here with any program for modification I think probably if I had continued as director I would have been less responsive to the proposals for change like the ones that we've been talking about then my successor has been but that may simply demonstrate the wisdom of my feeling that when you're approaching the age of 75 the thing to do is to retire You think that's the crucial age 75 I mean I have three more years to go Well thanks very much What do you mean I have three more I have three more years to go Oh yes That's encouraging You may be an exception to the rule But thanks very much I'm delighted we had this session I think future sessions are as fruitful this project may have some merit after all Well I'll be at your call as long as I'm on deck