- The role of the business judgment rule in liability protection: “Several courts have commented that the Caremark case sets a very high standard before liability will be found. Delaware courts are generally reluctant to impose liability on directors simply because of a bad result and the hindsight that comes with looking back and realizing that something else should or could have been done to prevent the harm…Nevertheless, recent cases asserting Caremark claims against the absentee directors of foreign-based companies have made it clear that where a court has determined that egregious misconduct has occurred, it will not apply the business judgment rule.”
- Board membership for GC: “…in the case of a public company, it is best if that general counsel is from another company. Both the potential for conflicts and the views of the institutional shareholders services on the issue of members of management on the board and the limitations of their membership on certain committees all argue in favor of selecting among qualified individuals who are not employees of the company.”
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