In re Caremark Int'l, is a landmark decision in corporate governance. Lawsuits alleging a failure of corporate oversight under this legal precedent are often referred to as Caremark claims. In Caremark, the court held that "an utter failure to attempt to assure a reasonable information and reporting system exits" constitutes a breach of duty. Stephen Bainbridge, in the assigned article, addresses whether shareholders could bring suit against "boards of directors of companies with lax risk management programs?" In your thread, discuss the fiduciary compliance duties that Chancellor Allen articulated in Caremark. Then, discuss the merits of Enterprise Risk Management and whether Caremark liability extends to risk management.