Until Delaware Court of Chancery issued In re McDonald’s Corp. Stockholder Derivative Litigation decision it was unclear if claims for breach of fiduciary duty premised on lack of oversight also applied to corporate officers of Delaware corporations.
In re McDonald’s Corporation Stockholder Derivative Litigation, plaintiff-stockholders of McDonald’s asserted claims for breach of fiduciary duty against McDonald’s, its Board of Directors, certain officers for alleged corporate culture of sexual harassment and misconduct.
On January 26, 2023, the Delaware Court of Chancery issued a decision in In re McDonald's Corp. Stockholder Derivative Litigation,1 clarifying the scope of corporate officers' fiduciary duties.
Delaware courts have historically been reluctant to allow Caremark (or “board oversight”) claims to gain traction, describing such a claim as “possibly the most difficult theory in.
Recent Delaware decisions have reminded boards of directors of the obligation to make a good faith effort to put in place a compliance system designed to help ensure that their companies operate within the bounds of the law and that their products, services, and operations do not cause harm to consumers, community members, or the […]