The Officer's Burden An Executive Playbook for Caremark Officer Liability in the Post-McDonald's, Post-Teligent Era
In thirty-six months, the Delaware Court of Chancery has rewritten the personal liability of corporate officers under Caremark. This playbook tells you what to do about it — the Five Perimeters framework, the 90-day implementation program, and the three boardroom scripts your CEO, General Counsel, and Chief Compliance Officer can use this quarter.
New here? The companion white paper — From McDonald's to Teligent sets out the doctrine and includes the interactive Five-Perimeter Diagnostic. Free to read; the playbook below is the implementation roadmap that follows.
Proof of What You're Buying
Touch Stone publishes content held to a standard the Audit Committee chair would defend at the next board meeting. Before the order section, here is what the playbook actually contains.
The Five Perimeters Framework
The playbook organizes officer Caremark exposure across five concentric perimeters, each addressable by a specific governance instrument and each defended by a different documentary discipline.
Mutually exclusive, collectively exhaustive across the surface area of the duty as the Court has articulated it.
Full Table of Contents
Prologue — Why This Playbook Exists
Part I — The New Perimeter
1.1 What Changed, and When
1.2 The 2025 Confirmation
1.3 The Bankruptcy Accelerator
1.4 The "Goldilocks" Limitations Doctrine
Part II — The Framework
The Five Perimeters of Officer Exposure
Part III — The First 90 Days
Days 1–14 Diagnostic and Inventory
Days 15–45 Role Definition Reset
Days 30–60 Information Architecture Audit
Days 45–75 Red-Flag Protocol Promulgation
Days 60–90 Communications Hygiene Training
Part IV — Board Companion Obligations
The Information-Systems Duty Sharpens
The Mission-Critical Risk Taxonomy
The Audit Committee's New Workload
The CEO's Responsibility for the System
Part V — D&O and Insurance Posture
Coverage Adequacy Review
Indemnification Provisions
Bankruptcy-Insolvency Carve-Outs
Part VI — The Boardroom Scripts
Script 1 — CEO's Opening to the Board
Script 2 — GC's Briefing to the Audit Committee
Script 3 — CCO on the Mission-Critical Risk Taxonomy
Epilogue — The Question You Cannot Postpone
Sample — Boardroom Script (Part VI, Script 1)
One of three scripts in the playbook, sized for ten minutes of board time, ready to deliver verbatim. This is the CEO's opening to the board on officer Caremark exposure:
"Members of the Board: Over the past three years, the Delaware Court of Chancery has materially expanded the personal fiduciary exposure of the named officers of this company. The McDonald's decision in 2023, the Teligent decision in 2025, and the Sidley analysis in 2026 together mean that any of our named officers can now be sued personally, in their individual capacity, for failure to oversee a risk that falls within their core job responsibilities — and the plaintiff can use our internal documents to prove the case.
I am not raising this because we have failed. I am raising it because the perimeter has moved. What was prudent governance in 2022 is, in 2026, an under-defended position. I am asking the Board's authorization for a ninety-day program to bring our governance posture up to the current standard…"
Controlling Authorities Cited
The playbook is anchored to the controlling Delaware Court of Chancery and Supreme Court decisions from 1996 through January 2026, with full citations:
Request the playbook sample
Includes the Prologue, the full Part I (the doctrinal arc from Caremark through Teligent), and Boardroom Script 1 in full from Part VI — enough to evaluate voice, rigor, and immediate utility before ordering. Glenn personally responds with the sample PDF within one business day.
Submitting opens your email client, pre-addressed to Glenn at Touch Stone Publishers.
Order or Begin a Discovery Call
The Reading and Bound editions are self-serve digital and print products — choose, complete the order form, receive your invoice within one business day. The Counsel and Companion editions are advisory engagements, and they begin with a twenty-minute discovery conversation; after the conversation, Touch Stone issues a Statement of Work, payment terms follow once the SOW is signed, and coaching begins on the agreed schedule.
- Digital PDF of the full playbook
- Printable Five-Perimeter Diagnostic
- Instant delivery on invoice clearance
- Everything in Reading Edition
- Hard-bound edition, signed on request
- Shipped to your office within 7–10 days
- Everything in Bound Edition
- One 60-minute coaching session with Glenn E. Daniels II
- Walks through your Five-Perimeter Diagnostic results
- Tailored to your company's mission-critical risk taxonomy
- Everything in Counsel Edition
- Second 60-minute follow-up session at the 45-day mark
- Reviews remediation progress against your 90-day plan
- Identifies which Perimeter to harden next
Need a multi-seat license for an audit committee, governance committee, or full board? Email glenn.daniels@touchstonepublisher.com for institutional pricing.
Questions
Why does the discovery call matter for the Counsel and Companion editions?
A coaching engagement deserves a conversation. Twenty minutes with Glenn before any commitment lets you confirm scope, posture, and fit; lets Glenn understand your specific Five-Perimeter exposure before the session; and lets the Statement of Work that follows be tailored to your company rather than a generic template. Touch Stone's standard is that premium engagements are entered into deliberately, not transactionally.
Is this legal advice?
No. The playbook is an internal management instrument that translates Delaware fiduciary doctrine into a governance program. Companies wishing to formalize the work should engage outside counsel to direct it under privilege. Coaching sessions are advisory, not legal.
How does payment work?
For the Reading and Bound editions, you submit the order form and receive an invoice from Touch Stone within one business day; digital delivery and hard-bound shipping begin once the invoice clears. For the Counsel and Companion editions, the discovery conversation produces a Statement of Work; the SOW is signed by both parties; payment is invoiced after signature and before the first coaching session is scheduled.
Can our company purchase additional copies for the audit committee?
Yes — multi-seat licenses are available for audit committees, governance committees, and full boards. Email Glenn directly for institutional pricing.