Corporate Governance Field Guide: Caremark Duties

For directors of Delaware corporations, few litigation risks are more worrying than a Caremark claim, which targets whether directors made a good faith effort to oversee compliance and risk. These claims can expose directors to personal liability, reputational damage, and litigation scrutiny even absent any traditional conflict or challenged transaction. The most recent issue of Baker Botts’ Corporate Governance Field Guide provides guidance for directors to meet their oversight duties, and to create a clear record of having done so to assist in defending against Caremark claims. Access the issue here.