In its recent decision in Marchner v. B. Riley Financial, Inc., the Delaware Court of Chancery reaffirmed the principle that Caremark cannot be used to repackage hindsight attacks on failed investments as fiduciary breaches. The court explained that directors’ oversight duties are focused on internal compliance, not on detecting misconduct by third parties—even where the company has significant financial exposure. The message is clear: robust process, not perfect outcomes, remains the key to meeting fiduciary obligations.
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