Tom Fox and Jonathan T. Marks kick off the series with a deep dive into the 1996 Caremark decision, the 2006 Stone v. Ritter resolution, and the compliance lessons companies and board members can learn from the facts and patterns of these fundamental cases.

▶️ Caremark with Tom Fox and Jonathan T. Marks

Key points discussed in the episode:

1. Tom Fox gives a brief background on the Caremark case.
2. Jonathan T. Marks describes how ethical behavior is the backbone of an organization and how this case defined the importance of having proper oversight monitoring.
3. Tom Fox lays out Caremark’s penalties. He describes the Stone v. Ritter facts, how the bank was sued for failure to perform due diligence on fraudulent investors and violating the Bank Secrecy Act. These schemes follow a pattern that has been seen repeatedly. It has also defined the duties of board members: avoiding negligence and arising from failures.
4. Jonathan T. Marks explains how fundamentals made their way into compliance laws in other countries, how guidelines are warning shots for companies to clean up, and urging companies to step up.
5. The Caremark doctrine later refined two conditions for director liability and emphasized why boards must actively engage in oversight.
6. Board members must get down to the nitty-gritty of what is truly happening in their organizations, ask tough questions, do a deeper self-assessment, and stop refusing to avoid problems and the ugly truth.

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