1/ Possible shareholder litigation against #SVB: Securities fraud claims against the bank: Probably Rule 10b-5 and 14a-9. Securities fraud claims against officers and directors: Ditto. Fiduciary duty claims against bank board.
— Steve Bainbridge (@PrawfBainbridge) March 14, 2023
3/ Assuming #SVBBBank board approved decision to invest in long-term Treasuries, bad--even dumb--decisions do not give rise to liability. The board would be protected by the business judgment rule. See Kamin v. American Express pic.twitter.com/A1E4DPY97k
— Steve Bainbridge (@PrawfBainbridge) March 14, 2023
5/ Plaintiffs claimed Citigroup's board had failed to exercise adequate oversight of the bank's risk management. Which I assume would be the claim in #SVBank's case. The Citigroup plaintiffs lost. pic.twitter.com/OcxRNXaXBp
— Steve Bainbridge (@PrawfBainbridge) March 14, 2023
7/ The question is whether Caremark has evolved enough so that the Delaware courts would no longer follow the Citigroup decision. One hopes not.
— Steve Bainbridge (@PrawfBainbridge) March 14, 2023