# Duty of care `kaal:entity:duty-of-care` **Status.** derived This node is assembled mechanically from the 8 claims that carry the concept tag `duty-of-care`. 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 8 claims across 3 works, 2010 to 2016. **2010** - [1558614-025](https://wulfkaal.github.io/claims/1558614-025) [failure/evidenced] *(failure mode)* -- The U.S. requirement that directors act on an informed basis is watered down because many states permit charter provisions exculpating directors from liability for breach of the duty of care, including the duty to act on an informed basis. > This requirement, however, is watered down in the United States by many states that allow corporations to adopt charter provisions that exculpate the directors from liability to the corporation for breach of a duty of care 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** - [2317580-001](https://wulfkaal.github.io/claims/2317580-001) [failure/argued] *(failure mode)* -- The traditional fiduciary duty doctrine is one of the most amorphous concepts in the law, and its indeterminacy produces confusion, inconsistency, and cases with problematic outcomes. > Traditional fiduciary duty doctrine is among the most amorphous concepts in the law and leads to confusion, inconsistency, and to cases with somewhat problematic outcomes. 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 - [2317580-026](https://wulfkaal.github.io/claims/2317580-026) [mechanism/argued] -- Because CIAs combine contractual and public enforcement, with the OIG enforcing them and private rights of action also available, they are more than contractual arrangements, and a breach of a CIA may be treated like a breach of law for purposes of the duty of care. > Because of the combination of enforcement mechanisms, CIAs are more than contractual arrangements. A breach of a CIA may be treated like a breach of law for purposes of the duty of care. 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 - [2317580-028](https://wulfkaal.github.io/claims/2317580-028) [mechanism/argued] -- Because CIAs mandate a chief compliance officer and dictate how that officer interacts with the board, they increase the board's knowledge and monitoring of compliance, and a board possessing such knowledge should play a bigger role in ensuring that the company meets federal and state standards. > More specifically, because CIAs often mandate a CCO and dictate how the CCO interacts with the board, CIAs can increase boards' knowledge and monitoring of the company's compliance. 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 - [2317580-036](https://wulfkaal.github.io/claims/2317580-036) [predictive/speculative] -- It is unclear whether corporations with CIAs will be uniformly affected, and future courts are likely to expand the basic legal duty of care only where the facts suggest that the CIA actually provided directors with more knowledge about compliance activities. > In light of the Pfizer precedent, future courts could hold directors of corporations that executed CIAs to a higher standard and thereby expand their basic legal duty of care if the facts suggest that CIAs provided directors with more knowledge about compliance activities. 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 - [2317580-039](https://wulfkaal.github.io/claims/2317580-039) [predictive/argued] -- As a unique hybrid category, CIAs transcend both the law of fiduciary duties and aspirational corporate governance, and courts may come to interpret CIAs and other hybrid forms such as deferred prosecution agreements as expanding the basic legal duty of care. > Given the characteristics of CIAs and courts' increasing recognition of CIAs and VCPs, courts may interpret CIAs and other hybrid forms, such as deferred prosecution agreements, as expanding the basic legal duty of care. 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 **2016** - [2811718-022](https://wulfkaal.github.io/claims/2811718-022) [condition/evidenced] -- Defendants owe a duty to use reasonable care in conducting financial due diligence consistent with the standards of care in the profession. > Defendants have "a duty to use reasonable care in conducting financial due diligence consistent with standards of care in the profession. Wulf A. Kaal, Private Fund Investor Due Diligence – Evidence from 1995 to 2015 (2016). SSRN: https://ssrn.com/abstract=2811718 ## 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/duty-of-care.md | sha256sum **Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.