News & Analysis as of

Board of Directors Risk Management DE Supreme Court

Skadden, Arps, Slate, Meagher & Flom LLP

Caremark Developments: Business Risk Versus Massey Claims

Delaware case law recognizes that directors and officers owe a duty of oversight, and failure to adequately exercise such duty may result in liability. Such claims — known as “Caremark claims” after the seminal decision in In...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Dismisses Caremark Claims Because of Reporting Systems

Delaware courts have historically been reluctant to allow Caremark (or “board oversight”) claims to gain traction, describing such a claim as “possibly the most difficult theory in corporation law upon which a plaintiff might...more

Thomas Fox - Compliance Evangelist

Expanding Compliance Obligations of the Board – Part 1: Blue Bell

The role of the Board of Directors has always been a key part of any best practices compliance program. The Department of Justice (DOJ) and Securities and Exchange Commission (SEC) have consistently said that a Board’s role...more

Skadden, Arps, Slate, Meagher & Flom LLP

Reevaluating the Board Risk Oversight Process: Implications of Marchand and Other Recent Developments | Insights | Skadden, Arps,...

On February 26, 2020, Skadden held a webinar titled “Reevaluating the Board Risk Oversight Process: Implications of Marchand and Other Recent Developments.” The panelists were Edward Micheletti, litigation partner and...more

Foley & Lardner LLP

Health Care Provider Director and Officer Liability: Important Takeaways from Clovis and Marchand

Foley & Lardner LLP on

Health care provider boards of directors have been put on notice—given these two recent Delaware court decisions - Clovis and Marchand—that courts may be willing to significantly extend a corporate board’s Caremark duty to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - November 2019

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more

Foley & Lardner LLP

Board-Level Risk Oversight Deserves Renewed Attention

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Board oversight of significant company risk areas and legal compliance deserves renewed attention, as the Delaware Supreme Court recently ruled that monitoring practices that have previously been considered acceptable may...more

Foley & Lardner LLP

INSIGHT: New Corporate Board Procedures Advisable to Satisfy Duty of Oversight

Foley & Lardner LLP on

In Marchand v. Barnhill, a unanimous Delaware Supreme Court imposed substantial new procedural expectations on corporate directors to satisfy their fiduciary duty of oversight related to material risk areas and legal...more

WilmerHale

Sounding the Bell for Proactive Risk Oversight

WilmerHale on

The Delaware Supreme Court recently sounded a warning bell for directors, reminding that as part of their duty of loyalty, they “must make a good faith effort to implement an oversight system and then monitor it.” The case...more

The Volkov Law Group

Board Members Should Take Note — Delaware Supreme Court Issues Important Decision on Caremark Compliance Standard

The Volkov Law Group on

I have long predicted that corporate board members are in for a rude awakening. Corporate boards have to improve their ability and knowledge surrounding supervision and monitoring of a company’s ethics and compliance...more

Troutman Pepper

Delaware Supreme Court Issues Guidance On Board Oversight Responsibilities

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A director’s duty to make a good faith effort to oversee the operations and management of a Delaware company is well-established. In a recent case, Marchand v. Barnhill, the Delaware Supreme Court provided guidance to boards...more

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