In re Citigroup: The Birth Announcement and Obituary of the Duty of Business Performance Oversight

June 15, 2009

Publication| Corporate Transactions

The Court of Chancery in In re Citigroup Inc.  Shareholder Derivative Litigation, acknowledged for the first time that a duty to oversee business risk exists under Delaware law and Caremark specifically, but the life of that duty was short.  It may live on doctrinally, but in practice, Citigroup has made it extraordinarily difficult for a plaintiff to prevail on such a theory, more difficult even than an ordinary Caremark claim, which is “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgement.”

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