This episode covers the "duty of oversight" (part of care/loyalty), requiring active risk monitoring to prevent scandals. Professor Seth C. Oranburg traces its evolution via Caremark (bribery oversight failure, establishing the standard), Marchand/Blue Bell (listeria deaths from ignored safety), and McDonald's (officer liability for harassment). He extends to modern risks like cybersecurity, AI, ESG, emphasizing systems for red flags—failures lead to personal fines and reputational ruin.