The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Thu, 27 Aug 2026 15:43:45 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.10 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Delaware Court of Chancery Reinforces Limits on Oversight Liability; Stresses Importance of Conscientious Board Oversight – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Delaware Court of Chancery Reinforces Limits on Oversight Liability; Stresses Importance of Conscientious Board Oversight https://corpgov.law.harvard.edu/2026/08/26/delaware-court-of-chancery-reinforces-limits-on-oversight-liability-stresses-importance-of-conscientious-board-oversight/?utm_source=rss&utm_medium=rss&utm_campaign=delaware-court-of-chancery-reinforces-limits-on-oversight-liability-stresses-importance-of-conscientious-board-oversight https://corpgov.law.harvard.edu/2026/08/26/delaware-court-of-chancery-reinforces-limits-on-oversight-liability-stresses-importance-of-conscientious-board-oversight/#respond Wed, 26 Aug 2026 11:30:21 +0000 https://corpgov.law.harvard.edu/?p=183540?d=20260827103331EDT Posted by Sharon L. Nelles, Leonid Traps, and Oliver W. Engebretson-Schooley, Sullivan & Cromwell LLP, on Wednesday, August 26, 2026
Editor's Note:

Sharon L. Nelles, Leonid Traps, and Oliver W. Engebretson-Schooley are Partners at Sullivan & Cromwell LLP. This post is based on a Sullivan & Cromwell memorandum by Ms. Nelles, Mr. Traps, Mr. Engebretson-Schooley, David M.J. Rein, William S.L. Weinberg, and Samuel J. Winick, all at Sullivan & Cromwell LLP; and is part of the Delaware Law Series; links to other posts in the series are available here.

On August 13, 2026, in In re The Boeing Co. Derivative Litigation, Justice Morgan T. Zurn, recently appointed to the Delaware Supreme Court and sitting by designation in the Delaware Court of Chancery, dismissed Caremark failure of oversight claims asserted against current and former directors and employees of The Boeing Company.[1] Granting defendants’ motion to dismiss in full and with prejudice, the Court emphasized the deference accorded to directors of Delaware corporations under the business judgment rule and held that liability under Caremark does not arise where directors reasonably believe they are fulfilling their oversight duties.[2] S&C represents Boeing and the director and employee defendants in the litigation.

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