Topic
Caremark Claims
33 published works
The CLS Blue Sky Blog
Wachtell Lipton Discusses Delaware Chancery Decision Reaffirming That Caremark Liability Turns on Bad Faith
By Renholding
Delaware corporate law demands neither omniscience nor infallibility from directors, but rather a good-faith effort. The Delaware Court of Chancery reaffirmed that principle yesterday in a decision dismissing claims that…
The CLS Blue Sky Blog
Sidley Discusses Limits to Caremark Claims
By Heather Benzmiller Sultanian
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…
Sidley Austin Blog
Bad Investments, Not Bad Faith: Caremark Claims Have Limits
By Heather Benzmiller Sultanian
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…
The D&O Diary
Corporate Governance, Board Risk Management, and Duty to Monitor Case Law Developments
In last Thursday’s post, I noted recent case law developments in which federal court breach of the duty of oversight claims against the boards of Wells Fargo and Abbott Laboratories…
Sidley Austin Blog
Chancery Court Reminds Bricklayers of Sturdy Foundation Required to Plead Demand Futility for Caremark Claims
By Vincent J. Margiotta, Andrew W. Stern
Last month, in Bricklayers Pension Fund of Western Pennsylvania v. Brinkley, Delaware’s Court of Chancery dismissed a stockholder plaintiff’s derivative suit against the directors and officers of Centene Corporation for…
The D&O Diary
Del. Chancery Court Rejects Oversight Breach Claims Against Centene’s Board
For many years, Delaware’s courts emphasized that duty of oversight claims (often known as Caremark claims) are “possibly the most difficult theory in corporation law upon which a plaintiff might…
Delaware Corporate & Commercial Litigation Blog
Caremark Analysis in Recent Chancery Opinion on Conflicted Controller Transaction
I often defer to the professoriate for scholarly reviews of lengthy Chancery decisions. Professor Ann Lipton provides a review of the Caremark analysis in a recent 100-plus page Chancery decision…
California Corporate & Securities Law Blog
Court of Appeal Applies Caremark/Marchand To Directors of a California Corporation But The Result May Surprise You
Over the years, I have commented on the fact that the California Court of Appeal has yet to apply In re Caremark International Inc., 698 A.2d 959 (Del. Ch. 1996) to…
The CLS Blue Sky Blog
Operational Risk and the New Caremark Liability for Boards of Directors
By Robert C. Bird, Julie Manning Magid
In a new article, we identify a subtle and unrecognized shift in Caremark[1] cases that changes how the Caremark doctrine actually works. Caremark claims, which accuse corporate directors of breaching…
The CLS Blue Sky Blog
Debevoise & Plimpton Discusses Delaware Chancery Decision Allowing Caremark Claim Against an Officer
By Susan Reagan Gittes, Gregory V. Gooding, Elliot Greenfield, Maeve O'Connor, William D. Regner
In a January 25, 2023 decision (In Re McDonald’s Corp. S’Holder Litig., C.A. No. 2021-0324-JTL (Del. Ch. Jan. 25, 2023)), the Delaware Court of Chancery declined to dismiss claims that…