In Re Caremark International Inc. Derivative Litigation

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that compliance with directors’ duty of care cannot be determined by considering correctness of board decision
• holding that a board of directors violates the duty of good faith by a “sustained or systematic failure . . . to exercise reasonable oversight”
• noting that a failure to monitor claim is “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment”
• explaining that “the core element of any corporate law duty of care inquiry” is “whether there was good faith effort to be informed and exercise judgment”
• observing that a claim for failed oversight is “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment”
• noting that “require[ing] directors to possess detailed information about all aspects of the operation of the enterprise[ ] ... would simpl[y] be inconsistent with the scale and scope of efficient organization size in this technological age”

Source: CourtListener parenthetical corpus (CC0).