ESG and Mission-Critical Issues for Director & Officer Liability
By Jonathan Drimmer
Amidst a spirited debate around the duties of directors in relation to environmental, social, and governance (ESG) risks, two recent decisions from Delaware courts provide clarifying contours. The decisions are particularly significant since Delaware is the leading state for corporate law and the most popular jurisdiction of incorporation for publicly traded companies. Both decisions construe the scope of a board’s responsibility to monitor and oversee corporate risk under the standards set forth in In re Caremark Int’l, Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996), and its progeny.