# Caremark

`kaal:entity:caremark`

**Status.** derived

This node is assembled mechanically from the 5 claims that carry the concept tag `caremark`. It is a roster of what the corpus says under this term. It is **not** an adjudicated definition: no single statement here has been ruled canonical, and no first-appearance call has been made. Read the claims and judge for yourself.

## Every claim under this term

5 claims across 3 works, 2010 to 2013.

**2010**

- [1558614-027](https://wulfkaal.github.io/claims/1558614-027) [empirical/evidenced] *(failure mode)* -- In In re Citigroup the Delaware Court of Chancery refused to extend the Caremark oversight duty, which concerns monitoring for illegal conduct, into oversight liability for business risk, so an inability to predict the future and an incorrect evaluation of business risk are not breaches of a director's oversight responsibilities.
  > under the Caremark line of cases would 133 not be extended to impose oversight liability for business risk
  Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614

**2013**

- [2317580-002](https://wulfkaal.github.io/claims/2317580-002) [failure/evidenced] *(failure mode)* -- The liability standard for breach of fiduciary duty is set so high that courts rarely find directors in violation, because only a board's sustained or systematic failure to exercise oversight can produce liability.
  > The standard for liability is so high that it is hard for courts to find directors in violation of their fiduciary duties.2 Only a board's sustained or systematic failure to exercise oversight can result in liability.
  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
- [2317580-007](https://wulfkaal.github.io/claims/2317580-007) [mechanism/argued] -- The contractual obligations contained in CIAs can enhance directors' default fiduciary duties, expanding the duty of care for directors of health care corporations beyond the legal standard set by Caremark and Stone v. Ritter.
  > The contractual obligations in CIAs can enhance directors' fiduciary default duties, expanding the duty of care for directors of health care corporations beyond the legal standard under Caremark and Ritter.
  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
- [2317580-030](https://wulfkaal.github.io/claims/2317580-030) [failure/evidenced] *(failure mode)* -- Outside the CIA context, oversight claims are the most difficult theory in corporation law on which to win judgment, and courts dismiss duty of care cases routinely at the pleading stage.
  > Courts dismiss duty of care cases routinely at the pleading stage.
  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
- [kaal-2013-acomparativeperspectiveo-005](https://wulfkaal.github.io/claims/kaal-2013-acomparativeperspectiveo-005) [empirical/evidenced] -- Under Delaware law as applied in In re Citigroup, directors' incorrect evaluation of business risk and their inability to predict the future do not violate the duty of oversight, so the Caremark duty to monitor is not extended to business risk.
  > According to the Delaware Chancery court, directors' incorrect evaluation of business risk and their inability to predict the future did not violate directors' duty of oversight.
  Kaal, A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax (2013)

## Verify

Every claim above resolves to a record carrying a verbatim source quote, the sha256 of the source PDF, and a preformatted citation. Nothing here asks to be taken on trust.

    curl -s https://wulfkaal.github.io/entities/caremark.md | sha256sum

**Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.