Board Oversight in 2020: “Mission Critical” Risks Become Mission Critical for Directors

In brief: Two decisions of the Delaware courts issued in 2019 allowed Caremark claims to proceed beyond the motion-to-dismiss stage. As boards go forward, they can learn from these decisions of the Delaware courts. This brief, written by Weil, Gotshal, & Manges, and originally appearing in the 2020 Governance Outlook: Projections of Emerging Board Matters, focuses on how important it is for boards to take a fresh look at identifying, understanding, and overseeing their company’s “mission critical” risks.

This resource can help your board to

• understand the key implications of the Caremark claims,
• consider where the board is overseeing mission-critical risk at the committee level, and
• ensure that oversight is built into the board agenda.

Most relevant audiences: Lead director, risk committee chairs, risk committee members, audit committee chairs, and audit committee members