The outbreak resulted in three deaths and caused the company to recall all of its products, cease production at all plants and dismiss over one-third of its employees. In a derivative suit brought against the Blue Bell directors, a stockholder alleged that the directors breached their duty of loyalty by failing to exercise their duty of oversight. Delaware's seminal Caremark decision establishes the conditions for director oversight liability: "(a) the directors utterly failed to implement any reporting or information system or controls; or (b) having implemented such a system or controls, consciously failed to monitor or oversee its operations thus disabling themselves from being informed of risks or problems requiring their attention." 2 Successfully pleading a Caremark claim is no small feat.