Board's Delayed Response to Misconduct in Light of Enforcement Actions Defeats 'Caremark' Claim

Barry Klayman and Mark Felger, writing in the Delaware Business Court Insider, review a recent decision by Vice Chancellor Slights of the Court of Chancery dismissing a claim that defendants violated their Caremark duties because plaintiff failed to adequately plead demand futility. The article spotlights the court’s acceptance of the board’s delayed response to the alleged misconduct so as not to undercut the company’s defense of pending enforcement actions related to the same conduct.  

To read the article, click here.


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Mark E. Felger

Co-Chair, Bankruptcy, Insolvency & Restructuring

(302) 295-2087

Barry M. Klayman

Of Counsel

(302) 295-2035

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