Opinion 698 A2d 959

Background I

• Events Prior to the Government Investigation I.A
• Government Investigation and Related Litigation I.B
• Caremark's Response to the Investigation I.C
• Federal Indictments Against Caremark and Officers I.D
• Settlement Negotiations I.E
• The Proposed Settlement of this Litigation I.F

Legal Principles II

• Principles Governing Settlements of Derivative Claims II.A
• Directors' Duties To Monitor Corporate Operations II.B

• Potential liability for directoral decisions II.B.1
• Liability for failure to monitor II.B.2

Analysis of Third Amended Complaint and Settlement III

• The Claims III.A

• Knowing violation for statute III.A.1
• Failure to monitor III.A.2

• The Consideration For Release of Claim III.B

Attorneys' Fees IV

Duty to Monitor