Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
The duty of oversight requires directors to (1) make a good faith effort to ensure that their corporations have proper reporting systems in place, and (2) take action to address red flags that indicate potential corporate...more
The decision articulates the standard for plaintiffs asserting derivative claims based on an alleged failure of oversight by directors and officers of California companies. Nearly three decades ago in the seminal case In...more
In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more
On January 25, 2023, Vice Chancellor Laster of the Court of Chancery issued a significant decision, finding as a matter of first impression that corporate officers owe a duty of oversight akin to the oversight duties owed by...more
A claim for breach of the duty of oversight is known as a Caremark claim, after the landmark Delaware Court of Chancery decision in In re Caremark International Inc. Derivative Litigation (1996). Since then, Delaware courts...more
In a recent decision, the Delaware Court of Chancery determined for the first time that corporate officers owe a duty of oversight under Delaware Law. The case, In re McDonald’s Corporation Stockholder Derivative Litigation,...more
In the United States, corporate directors owe, as a subset of their duty of loyalty, a duty to monitor and oversee the operations of the company, referred to as the "duty of oversight" in this blog. This duty is known as the...more
In a significant and far-reaching development in Delaware corporate law, the Delaware Court of Chancery recently held in In re McDonald’s Corporation Stockholder Derivative Litigation, C.A. No. 2021-0324-JTL (Del. Ch. Jan....more
In the landmark case In re Caremark International Inc. Derivative Litigation (1996), the Delaware Court of Chancery clarified the standard of liability for oversight failures by directors. Specifically, the Delaware Court of...more
In former Chancellor Allen’s hallmark decision in In re Caremark International, Inc. Derivative Litigation, the Delaware Court of Chancery held that directors of a corporation owe stockholders the fiduciary duty of oversight....more
Human Resources Executives and Chief Compliance Officers now face the potential for increased personal liability following a first-of-its-kind decision from a Delaware court, which established the fiduciary duty of oversight...more
On January 25, 2023, the Delaware Court of Chancery submitted its opinion in In re McDonald’s Corporation Stockholder Derivative Litigation, No. 2021-0324-JTL, 2023 WL 387292 (Del. Ch. Jan. 25, 2023), holding for the first...more
In In re McDonald’s Corp. Stockholder Derivative Litigation, No. 2021-0324 (Del. Ch. Jan. 26, 2023), the Delaware Court of Chancery (Laster, V.C.) held that officers of a Delaware corporation are subject to a fiduciary duty...more
The award-winning Compliance into the Weeds is the only weekly podcast that takes a deep dive into a compliance-related topic, literally going into the weeds to explore a subject more fully. In this episode, Matt and I dive...more
I. Introduction - Companies are increasing pressure to address environmental, social, and governance (“ESG”) issues. ESG topics have taken center stage in boardrooms, with regulatory agencies, and in the media. ...more
Corporate boards are subject to a duty of oversight, as part of their duty of loyalty to their company. As outlined by Delaware’s famously stringent Caremark standard, pleading a violation of that duty is often difficult....more
As the last few years have shown, shareholder derivative litigation — claims brought by a shareholder purportedly on behalf of a company against its board of directors or senior management for alleged breaches of fiduciary...more
Boards of directors have a duty to exercise oversight and to monitor the company’s operational viability, legal compliance and financial performance during this COVID-19 pandemic. In Marchand v. Barnhill, the Delaware Supreme...more