.,." Marc I. Steinberg provides an insightful analysis of several major legal issues that directly affect the conduct of corporate management and the responsibilities of corporate legal counsel. The topics addressed are: SEC programs and policies, disclosure of information bearing on management integrity and competence, the use of special litigation committees, corporate mismanagement-nondisclosure cases, the responsibilities of directors and management in tender offer contests, applications of the business judgment rule, and the role of inside counsel. In discussing most of these subjects, the author, in 294 pages, achieves a degree of detail in his presentation of relevant information and in his analysis that is characteristic of a multivolume treatise. At the same time, his presentation is concise and is organized to afford a good overview of the issues. Thus, both the knowledgeable and inexperienced reader will benefit from this book.... In Corporate Internal Affairs, Steinberg evidences a keen understanding of his subject matter and he relays the information to the reader enthusiastically. There is much to be learned from this book about the duties and responsibilities of management and of legal counsel in advising management in the conduct of the corporation."-The Corporation Law Review