# kaal:claim:2317580-033

**Claim.** In re Pfizer stipulates that for a company that executed a CIA the court will allow an assumption that the directors were fully informed and therefore willing participants in the corporate malfeasance, so that the CIAs themselves became the court's proof that the directors could have breached their fiduciary duties.

**Type.** mechanism  **Support.** evidenced

**Holds when.**

- In re Pfizer, 722 F. Supp. 2d 453 (S.D.N.Y. 2010)
- boards obligated by prior CIAs to monitor the very conduct alleged

**Source quote.**

> The court stipulates that in the case of a company that executed a CIA, it will allow an assumption that the directors were fully informed, and thus, willing participants in the corporate malfeasance.

**From.** Wulf A. Kaal, Elizabeth R. Malay, *The Role of Corporate Integrity Agreements in the Expansion of Fiduciary Duties* (2013), IV.2 Delineating the Role of CIAs in Fiduciary Duties, page 17

**Cite as.** Wulf A. Kaal, Elizabeth R. Malay, The Role of Corporate Integrity Agreements in the Expansion of Fiduciary Duties (2013). SSRN: https://ssrn.com/abstract=2317580

**Verify.** sha256 of source PDF `50973e1e820aef47a4e7ffdbdcb513d03f1845643fcf4fa5910e9528a0b7dac2` at https://raw.githubusercontent.com/wulfkaal/Academic-Papers/main/papers/pdf/Kaal%20and%20Malay%20-%202013%20-%20The%20Role%20of%20Corporate%20Integrity%20Agreements%20in%20the%20Expansion%20of%20Fiduciary%20Duties.pdf

**Topics.** citation-and-knowledge, corporate-governance, law-and-legal-systems

**Keywords.** in-re-pfizer, demand-futility, knowledge-inference, director-liability

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