Caremark Developments: Business Risk Versus Massey Claims

Harvard Law School Forum on Corporate Governance

Sarah Runnells Martin Dakota B. Eckenrode

The Delaware Court of Chancery and Delaware Supreme Court have recognized that recently alleged Caremark claims tend to fall into two categories. Counsel Sarah Runnells Martin and associate Dakota Eckenrode examine examples from both, namely claims that either:

  • Allege failure to properly oversee or monitor business risk.
  • Allege failure to oversee a corporation’s affirmative violation of positive law.