NEW: Simpson Thatcher discusses key compliance risks a company’s business presents, and whether a particular company has implemented reasonable board-level monitoring and reporting procedures compliant with recent Delaware case law addressing the fiduciary duty of oversight under In re Caremark in Director Oversight Duty Claims.
The University of Pennsylvania Carey Law School’s Professor Elizabeth Pollman discusses the duty of oversight articulated by the Delaware Court of Chancery in In re Caremark, the two decades during which Caremark claims rarely or never proceeded past the pleading stage, and more recent decisions in which such claims have survived dismissal in The Evolution of Delaware’s Corporate Oversight Doctrine.
Boards Should Care More About Recent “Caremark” Claims and Cybersecurity discusses recent Delaware case law addressing the Caremark duty of oversight and their implications for potential risk of liability related to cybersecurity risk.
Potter Anderson discusses recent Delaware decisions in which claims for oversight liability survived motions to dismiss, noting dissimilarities in the analyses that do not support interpretation of multiple such decisions as constituting a trend in Three Is Not A Trend: Another Caremark Claim Survives A Motion To Dismiss, But Does Not Reflect A Change In The Law.
McDermott Will & Emery discusses criminal prosecution of the CEO of Blue Bell seeking to prove specific intent, and its implications for board oversight obligations in The Blue Bell Dairy CEO Indictment and its Implications for Executive Liability.
Sidley discusses recent Delaware decisions in which claims for oversight liability survived motions to dismiss, suggesting heightened risk associated with the coronavirus pandemic supports greater board emphasis on oversight in Board Oversight in Light of COVID-19 and Recent Delaware Decisions.
Kaplan & Walker discusses recent Delaware decisions addressing board oversight of compliance systems, noting the particular need of attention in high-risk and highly-regulated industries in Insights from the Delaware courts on board oversight of compliance programs.
Sheppard Mullin discusses recent Delaware caselaw involving the duty of oversight, noting directors’ obligations to inform themselves of fundamental business issues impacted by the coronavirus pandemic in COVID-19 Directors’ Duties of Oversight: Reporting and Monitoring.
Akerman discusses recent Delaware case law and trends in federal regulation involving oversight of legal, ethical, and reputational risks, illustrating that boards can be held legally accountable for oversight failures.
Drinker Biddle discusses recent Delaware decisions involving claims for breach of the duty of oversight under Caremark, and suggests steps that corporate directors can take to help protect themselves from oversight liability in They Had One Job.
Foley & Lardner discusses takeaways from recent Delaware decisions addressing the duty of oversight under Caremark, presented as relevant specifically to directors and officers of health care providers, in Health Care Provider Director and Officer Liability: Important Takeaways from Clovis and Marchand.
McDermott Will & Emery’s Michael Peregrine discusses the recent release of former WorldCom CEO Ebbers from prison, noting aspects of Ebbers’ conscious marginalization of WorldCom in-house counsel as part of the conduct that led to his conviction, as relevant to duty of oversight concerns raised in recent Delaware case law in Bernie Ebbers’ and Board Oversight of the Office of Legal Affairs.
Corporate Oversight and Disobedience discusses the duty of oversight in connection with the obligation of obedience, under 8 Del. C. § 101(b), which requires that corporations serve a lawful purpose.
McDermott Will & Emery proposes a plan of action for corporate boards responsive to recent Delaware case law addressing the duty of oversight under Caremark in The Board’s Marchand/Clovis Reaction Plan.
Richards Layton & Finger discusses the nature and scope of directors’ duty of oversight under recent Delaware case law in What Is Oversight? Del. Courts Continue to Provide Clarification Post-‘Marchand’.
CorpGov.com discusses directors’ duties with respect to environmental, social, and governance risk in relation to recent Delaware Court decisions involving the duty of oversight under Caremark in ESG and Mission-Critical Issues for Director & Officer Liability.
Davis Polk discusses recent decisions of the Delaware Court of Chancery addressing the duty of oversight in Recent Delaware Cases Reinforce Director Accountability for Risk Oversight.
Wachtell summarizes emerging and recent developments involving the duty of oversight, including recent Delaware case law, the importance of engaged board oversight of corporate risk, and the record of such oversight, presented in Risk Management and the Board of Directors (WLRK November 2019), in Risk Management and the Board of Directors.
[$$$] Bloomberg Law discusses recent decisions of the Delaware Court of Chancery addressing Caremarkclaims in Corporate Boards May Face Higher Legal Hurdle in Risk Oversight.
Boston College Professor Brian JM Quinn notes that recent case law addressing Caremark claims has changed his view of the likelihood that duty of oversight claims involving Boeing’s 737 Max, asserted in Kirby Family Partnership, LP v. Dennis Muilenburg, et al. and Boeing Co., C.A. No. 2019-0907-, compl. (Del Ch. Nov. 8, 2019; red. Nov. 18, 2019), could survive a motion to dismiss.
Paul Weiss discusses recent decisions of the Delaware Court of Chancery addressing Caremark claims in Recent Delaware Decisions Signal Renewed Focus on Board Level Compliance Oversight.