News & Analysis as of September 17, 2024

Board of Directors

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Follow this channel for advisories on one of the biggest threats to businesses today. Read a morning brief of fresh guidance and commentary by leading lawyers on security, privacy, risk management, global regulations, data protection, leaks, hacking, cyber insurance, compliance, HIPAA, and every other aspect of cybersecurity of import to corporate readers right now. less -

SDNY Dismisses Majority of SEC Landmark Charges Against SolarWinds and CISO

BCLP on 7/29/2024

On July 18, 2024, District Court Judge Engelmayer of the Southern District of New York issued his 107-page opinion and order dismissing most – but not all – of the landmark allegations of the SEC against SolarWinds Corp. and...more

Chief information Security Officers and cyber whistleblowing: considerations for boards and breach response teams

A&O Shearman on 2/27/2024

At this point, it is self-evident that companies are grappling with an ever-evolving (think: tougher) cyber risk terrain. However, two recent cases against companies and their Chief Information Security Officers (CISOs),...more

SEC to Continue Aggressive Enforcement Efforts in 2024 After Record-Setting 2023

Foley Hoag LLP - White Collar Law &... on 2/27/2024

This is the fourth in our 2024 Year in Preview series examining important trends in white collar law and investigations in the coming year. We will be posting further installments in the series throughout the next several...more

Risk & Compliance as a Strategic Imperative for the Board

NAVEX on 2/20/2024

In an era marked by heightened global regulatory scrutiny and enforcement, the landscape of risk and compliance is undergoing an evolution making the strategic imperative for effective, risk-based compliance initiatives...more

Preparing for the 2024 Public Company Reporting Season

Perkins Coie on 12/15/2023

In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing...more

Corporate Boards Mulling Effects of SEC Cyber Enforcement and CISO Exposure, and Possibly Hacker Complaints to SEC

Jackson Lewis P.C. on 11/20/2023

According to a New York Times story this weekend, the Security Exchange Commission’s lawsuit against SolarWinds is driving discussions in boardrooms and corporate security departments of large organizations about the handling...more

Board Oversight and Monitoring of Artificial Intelligence Risks

The Volkov Law Group on 8/22/2023

Corporate boards face a panoply of risks – and the nature of these risks are quickly evolving. Cybersecurity has quickly risen to the top of the list of corporate risks. Add to that the new SEC regulations on cybersecurity...more

Preparing for the SEC’s Cybersecurity Disclosure Rules

Wilson Sonsini Goodrich & Rosati on 7/12/2023

The U.S. Securities and Exchange Commission’s (SEC) 2023 Spring Unified Agenda of Regulatory and Deregulatory Actions was released last month and includes an anticipated action date for finalizing rules for cybersecurity...more

The SEC Wants You to Do Better at Disclosing Cybersecurity Breaches

NAVEX on 4/28/2023

Compliance and technology executives, we need to talk. Or, more accurately, you need to talk more often – to each other. In the last 18 months, the Securities and Exchange Commission sanctioned three companies for making...more

Cybersecurity Developments and Legal Issues

White & Case LLP on 3/22/2023

For most large companies, a frictionless flow of information and the ability to transfer customer data, employee files, financial records and other information around the world quickly and cost-effectively is a critical...more

Cybersecurity in the Boardroom: ‘Caremark’ Liability for Boards’ Failure to Oversee Cybersecurity

Kramer Levin Naftalis & Frankel LLP on 3/14/2023

In an era of increasing cyberattacks by varying threat actors, the board's oversight of cybersecurity risks remains a key responsibility. In two recent cases, the Delaware Court of Chancery (Chancery Court) dismissed Caremark...more

[Webinar] Are you Ready? Why Your Board & Stakeholders Are About to Ask You About Your IT Risk Technology - March 14th, 10:00 am...

Mitratech Holdings, Inc on 3/1/2023

The attention on IT Risk and Cybersecurity risk management policies is reaching new heights — again. It doesn’t matter if you’re a large enterprise like Uber or a small / midcap company; there’s one common thread as we start...more

Court of Chancery Dismisses Caremark Claims Because of Reporting Systems

Skadden, Arps, Slate, Meagher & Flom LLP on 12/27/2022

Delaware courts have historically been reluctant to allow Caremark (or “board oversight”) claims to gain traction, describing such a claim as “possibly the most difficult theory in corporation law upon which a plaintiff might...more

Proxy Advisory Firms Issue 2023 Voting Guidelines

White & Case LLP on 12/22/2022

Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more

Preparing for the 2023 Shareholder Proposal Season

Skadden, Arps, Slate, Meagher & Flom LLP on 12/8/2022

On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more

Director liability for cyber breaches: transatlantic warning signs?

White & Case LLP on 10/27/2022

Two legal cases in the US in the past month suggest that regulators and prosecutors are becoming more determined to take personal action against directors and senior executives who fail to deal adequately with cyber security...more

SEC Proposed Cybersecurity Rules – What They Are and What Our Clients Should be Doing Now

Paul Hastings LLP on 10/11/2022

What are the new rules? Earlier this year, the Securities and Exchange Commission (“SEC”) published a new set of proposed cybersecurity disclosure rules for public companies. The proposed rules would significantly increase...more

Companies Respond to SEC’s Proposed Cybersecurity Disclosure Framework

Cooley LLP on 6/23/2022

As we reported in our March 2022 client alert, the Securities and Exchange Commission released proposed cybersecurity reporting rules and solicited feedback through a 60-day comment period. The comment period ended on May 9,...more

Bringing Together the People, Processes, and Tools for Cyber Risk Management

NAVEX on 5/4/2022

Last month I wrote a post for this blog about the Securities and Exchange Commission’s proposals for more disclosure of cybersecurity issues. We reviewed some of the governance disclosures that boards might need to make, as...more

The SEC's Message for Companies on Cybersecurity: ‘Do Better’

NAVEX on 4/5/2022

Corporate risk and compliance officers already labor under an influx of concerns related to cybersecurity, so you might have missed this latest news: the U.S. Securities and Exchange Commission has proposed new rules for more...more

Cybersecurity is IT’s Job, not the Board’s, Right?

Cranfill Sumner LLP on 4/5/2022

Cybersecurity is a modern tech-savvy buzzword that often makes non-IT peoples’ eyes glaze over. This mindset is very risky, and cybersecurity should not be taken lightly. The truth is that cybersecurity, while highly...more

SEC votes to propose new rules for cybersecurity disclosure and incident reporting

Cooley LLP on 3/10/2022

In remarks in January before the Northwestern Pritzker School of Law’s Annual Securities Regulation Institute, SEC Chair Gary Gensler addressed cybersecurity under the securities laws. (See this PubCo post.) Gensler suggested...more

Cybersecurity: Board of Director Litigation Risk

Pietragallo Gordon Alfano Bosick & Raspanti,... on 2/23/2022

Takeaway: With the surge of data and cybersecurity breaches, corporate directors and officers have become targets for shareholder derivative lawsuits. Fortunately, there are procedural measures that directors and officers can...more

Preparing for the 2022 Reporting Season

Wilson Sonsini Goodrich & Rosati on 12/20/2021

Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the 2022 reporting season for public companies....more

SEC offers another packed agenda for Fall 2021

Cooley LLP on 12/15/2021

The SEC’s new Fall reg-flex agenda is posted and, no surprise, it’s packed. Here is the short-term agenda and here is the long-term version. And just as with the spring agenda, Commissioners Hester Peirce and Elad Roisman...more

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