I'll text you later http://xnxx.in.net/ xnxx  Caremark liability will arise in one of two circumstances: (i) failing to implement any reporting system; or (ii) after implementing a reporting system, consciously failing to monitor or oversee its operations, “thus disabling [the board] from being informed of the risks or problems requiring their attention.” What is critically important for every director to know is that Caremark claims premised on the failure to act in the face of a known duty to act constitute a breach of the duty of loyalty. Under Delaware law, a breach of the duty of loyalty is not exculpated under section 102(b)(7). Goldman Sachs, 2011 WL 4826104, *18 (Del. Ch.). Thus, the failure to address cybersecurity can lead to personal liability.