July 01, 2019
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The Delaware Supreme Court recently took the opportunity to revisit Caremark with its en banc decision in Marchand v. Barnhill, No. 533, 2018 (Del. June 19, 2019). In Marchand, the Court reversed the dismissal of a stockholder derivative suit and found that the plaintiff sufficiently pled facts demonstrating that the board of directors of Blue Bell Creameries USA, Inc. had not satisfied its duty to exercise oversight over the corporation, which was an act of bad faith in breach of the duty of loyalty.