Jeremy's Weblog

I recently graduated from Harvard Law School. This is my weblog. It tries to be funny. E-mail me if you like it. For an index of what's lurking in the archives, sorted by category, click here.

Tuesday, May 04, 2004

"The Duty of Care" to the tune of "The Circle of Life" (can you tell what I've been studying?)

The directors make many decisions
And some of them end in regret
Mistakes have been made, the price must be paid
But what justice can the shareholders get?

Some say vote them out by proxy
Some say just let it go
But what most of them do, is decide they will sue
But the Delaware court tells them "no!"

Chorus:
It's the duty of care
It's the business judgment
If you act in faith
They can't pierce the veil
Just because you're dumb
And you lost a fortune
You're not liable; it's the duty of care

Some of us listened to experts
Most of us read the reports
And all of us tried; none of us lied
And besides, this is contracts, not torts.

On the board of too many adventures
We just meet, maybe three times a year
For the work day-to-day, there is simply no way
We can do more than we have done here

Chorus:
It's the duty of care
It's the business judgment
If you act in faith
They can't pierce the veil
Just because you're dumb
And you lost a fortune
You're not liable; it's the duty of care