Marchand v. Barnhill

Summary

The Supreme Court of Delaware reversed dismissal of a stockholder derivative action alleging management misconduct and board-level oversight failures related to a listeria outbreak at Blue Bell. It held that particularized allegations about a director's longstanding professional and personal ties to the controlling family created reasonable doubt about his impartiality, excusing demand as to the management claims. It also held that allegations that the board made no good-faith effort to establish board-level monitoring and reporting for food safety stated a Caremark claim. The opinion contains no separate opinions.