In Re Chemed Corporation Shareholder Derivative Litigation,  No. 13-1854-LPS-CJB (December 23, 2015)

To meet the pleading requirements to state a Caremark claim it is necessary that you show either the board ignored signs of wrongdoing or at least took no steps to prevent such wrongdoing. This decision contains an excellent review of when a court will attribute knowledge of wrongdoing to a board of directors in the absence of direct proof the board was aware of those bad acts.