In 1996, Delaware’s Court of Chancery stated in the Caremark case that a director’s duty of good faith includes a duty to attempt to assure that a corporate information and reporting system exists, and that failure to do so may, under some circumstances, render a director liable for losses caused by the illegal conduct of employees. In 2006 the Delaware Supreme Court applied and clarified the Caremark language in the case of Stone v. Ritter.
Rebecca Walker of Walkercompliance.com wrote a summary of the Implications of Stone v. Ritter on Board Oversight of a Compliance Program.
The Stone decision formalizes the discussion that appeared in Caremark regarding potential liability of directors into a holding that directors may be liable for the damages resulting from legal violations committed by employees of a corporation, if directors fail to implement a reporting or information system or controls or fail to monitor such systems. The court places this duty of directors squarely within the duty of loyalty. The decision also provides a view of those factors that the court will use in deciding whether the board oversight of the company’s compliance program was adequate to prevent liability to the directors.