Caremark in 2026: Oversight Claims, Corporate Risk, and the High Bar for Bad Faith

Matthew D. Stachel, Partner | Paul, Weiss, Rifkind, Wharton & Garrison LLP

Matthew D. Stachel is a partner in the Litigation Department of Paul, Weiss, Rifkind, Wharton & Garrison LLP. His practice focuses on complex corporate and commercial litigation, including fiduciary-duty claims involving directors, officers, and controlling stockholders; shareholder derivative actions; mergers and acquisitions disputes; and securities litigation. He represents companies, directors, officers, and board committees in high-stakes disputes involving corporate governance and management decisions.

• Education & Credentials

Matthew earned his B.A. from the College of William & Mary and his J.D. from the University of Virginia School of Law. He is admitted to practice in Delaware.

• Recognition & Leadership

Matthew advises public companies, boards of directors, special board committees, and private equity investors and their portfolio companies on their rights and obligations under Delaware law. His representative matters include defending directors and officers in shareholder derivative litigation and representing special committees in disputes concerning significant corporate transactions, including the proposed sale of Pattern Energy Group to the Canada Pension Plan Investment Board.

• Professional Involvement

Matthew contributes to Paul, Weiss publications addressing corporate litigation and fiduciary-duty issues. He is listed among the lawyers associated with the firm’s March 2023 client memorandum, “Delaware Court of Chancery Dismisses Caremark Claims Against Directors for Failure to Allege Bad Faith Conduct.” The memorandum examines the pleading standards for Caremark oversight claims and allegations of bad faith, topics relevant to corporate governance and director oversight.

• Experience

Matthew’s litigation experience includes defending The Kraft Heinz Company and current or former officers and directors in derivative actions, representing Teladoc Health in obtaining dismissal of derivative claims, and representing Snap, Inc. and several of its directors and executives in derivative actions concerning the company’s preparation for Apple’s privacy changes. His other derivative-litigation matters include Alexion Pharmaceuticals, Nikola Corporation, World Wrestling Entertainment, and NextEra Energy.

He has also represented directors and officers in fiduciary-duty disputes arising from major corporate transactions, including Bioverativ’s $11.6 billion sale to Sanofi and the $43 billion WarnerMedia–Discovery merger. In other complex commercial and securities matters, he represented ExxonMobil and certain former executives in defeating a $3 billion securities fraud case at trial and International Construction Products in securing a $100 million jury verdict against Caterpillar.

Miranda N. Gilbert, Associate| Paul, Weiss, Rifkind, Wharton & Garrison LLP

Miranda N. Gilbert is a Wilmington-based associate in the Litigation Department of Paul, Weiss, Rifkind, Wharton & Garrison LLP. Her practice focuses on high-stakes corporate and commercial disputes, particularly those governed by Delaware law. She represents corporations, boards of directors, special committees, and individual fiduciaries in litigation involving alleged breaches of fiduciary duty, corporate

governance disputes, books-and-records demands, and other matters concerning the rights and obligations of corporate decision-makers.

• Education & Credentials

She earned her J.D., cum laude, from William & Mary Law School and her B.A., summa cum laude, from the University of North Carolina at Greensboro. She is admitted to the bar in Delaware.

• Recognition & Leadership

Paul, Weiss recognizes Miranda for her ability to distill complex statutory and common-law issues into clear legal arguments grounded in Delaware corporate jurisprudence. Her practice involves disputes requiring careful analysis of fiduciary obligations and the legal standards governing corporate decisionmaking.

• Professional Involvement

Miranda practices within Paul, Weiss’s Litigation, Mergers & Acquisitions Litigation, and Corporate Governance groups, reflecting her work at the intersection of corporate litigation, fiduciary duties, and governance-related disputes.

• Experience

Miranda has extensive experience litigating matters before the Delaware Court of Chancery, the Complex Commercial Litigation Division of the Delaware Superior Court, the Delaware Supreme Court, and federal courts. Her work includes actions involving alleged breaches of fiduciary duty, advancement and indemnification claims, books-and-records demands, disputed corporate transactions, fraud, and breach of contract. Before joining Paul, Weiss, she handled complex corporate and commercial litigation at another Delaware law firm. Earlier in her career, she served as a judicial extern to two judges of the United States District Court for the Eastern District of Virginia.

SESSION 1 – Caremark Oversight Claims: Red Flags, Reporting Systems, and Fiduciary Duties | Matthew D. Stachel & Miranda N. Gilbert  | 12:00pm – 1:00pm

This session will examine the current standards governing Caremark oversight claims against directors and officers, focusing on the distinction between ordinary corporate mismanagement and actionable bad-faith failures of oversight. The discussion will explore corporate reporting systems, mission-critical risks, red flags, and the circumstances under which oversight failures may create fiduciary liability.

BREAK | 1:00pm – 1:10pm

SESSION 2 – Building and Defending Caremark Claims: From Section 220 to Dismissal | Matthew D. Stachel & Miranda N. Gilbert | 1:10pm – 2:10pm

This session will focus on the litigation path from a stockholder’s pre-suit investigation through pleading and dismissal of a Caremark claim. Attorneys will examine how Section 220 materials can be used to develop oversight allegations, how demand futility affects derivative claims, and the strategies available to defendants challenging inadequately pleaded oversight claims.