Should Boeing Fly To Nevada?

After Vice Chancellor Morgan Zurn's in September issued his opinion in In re Boeing Company Derivative Litigation,  UCLA Professor Stephen Bainbridge declaimed  that "After Boeing, Caremark is no longer 'the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment'". Last week, it was reported that the Boeing directors had settle the lawsuit by, among other things, agreeing to pay $237.5 million.

In In re Caremark Int'l,  698 A.2d 959 (Del. Ch. 1996), Chancellor Allen pronounced that directors could be liable for failures of oversight. To succeed on such a claim, however, a plaintiff must show either that the directors:

• "utterly failed to implement any reporting information restrictions or controls"; or