The Duty to Monitor under Delaware Law: from Caremark to Citigroup
Eric J. Pan
The catastrophic losses suffered by several large financial institutions are a reminder that risk management — balancing the need to take risks with the need for the board to ensure that those risks are taken appropriately — is a corporate governance problem. Have corporate governance laws struck the right balance between risk taking and risk mitigation? This report provides an overview of Delaware law developments on the fiduciary duty to monitor, from the landmark Caremark case (1996) to the most recent Citigroup decision (2009).