Richards Layton & Finger

Marchand v. Barnhill: Addressing and Monitoring Corporate Risk

July 2019

Stockholder plaintiffs generally face a high burden in surviving a motion to dismiss on so-called Caremark claims challenging the board’s compliance with its duty of oversight. A recent Delaware Supreme Court opinion illustrates the circumstances in which a plaintiff making a Caremark claim may withstand a motion to dismiss. It also provides guidance on implementing and monitoring systems and controls to demonstrate compliance with oversight duties.