Other Articles WRONGFUL OMISSIONS BY CORPORATE DIRECTORS : STONE V . RITTER AND ADAPTING THE PROCESS MODEL OF THE DELAWARE BUSINESS JUDGMENT RULE

When should corporate directors be liable to shareholders for omitting to take a corporate action?1 The question usually arises when subordinate corporate employees have engaged in serious wrongdoing, either looting the corporation or breaking the law and subjecting the corporation to liability, and the directors have not detected and stopped the wrongdoing.' Conceivably, the question could also arise if a shareholder alleged that directors wrongfully failed to have the corporation exploit a particularly lucrative business opportunity. In either case, the shareholder's claim is