The WSJ Law Blog has details on the latest news about the Wal-Mart scandal:
Wal-Mart Stores Inc., the world’s largest retailer by sales, is grappling with very public allegations that it paid $24 million in bribes in Mexico to cut through red tape as it was rapidly expanding in that country in the early aughts. ...
If the allegations are true, Wal-Mart begins with a weak bargaining position. The Justice Department and the SEC sermonize about the need for companies to self-report compliance issues to the government as they arise (as opposed to six years after the fact, in a bid to preempt a newspaper article) if they want leniency.
The analysis of potential Caremark liability in my post the other day about News Corp would seem to apply to Wal-Mart's board, as well. Again, the key question likely will be whether there were red flags that were "numerous, serious, directly in front of the directors, and indicative of a corporate-wide problem"?