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In re Caremark Derivative Litigation
Citation:
698 A.2d 969 (Del. Ch. 1996)Facts
On August 4, 1994, a federal grand jury issued an indictment charging Caremark, two of its officers, an individual who had been a sales employee of Genentech, Inc. and David R. Brown, with violating the Anti-Referral Payments Law. According to the indictment, over $1.1 million had been paid to Brown to induce him to distribute Protropin, a human growth hormone drug marketed by Caremark. The substantial payments involved started in the guise of research grants. The indictment charged, for example, that Dr. Brown performed virtually none of the consulting functions described in his 1991 agreement with Caremark. Subsequently, five stockholder derivative actions were filed, alleging that Caremark’s directors breached their duty of care by failing adequately to supervise the conduct of Caremark employees.
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Topic Resources
Topic Outline
Directors Officers