Myron T. Steele(Chief Justice, Delaware Supreme Court)
December 11, 2007
Judge Steele oversaw a ruling in Stone vs. Ritter in a fashion that upheld the landmark Caremark standard of fiduciary duties for directors, emphasized their responsibility for corporate compliance programs and elaborated on the nature of the directors’ responsibilities for conduct found to be in violation of law that causes losses to a corporation. Because of the ruling, a Board may not escape personal liability unless it took action to implement a program to detect potential violations of law or corporate policy and exercised a duty of sufficient oversight. And, most importantly, companies can no longer indemnify directors against this potential liability.
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