Top Board Concerns Heading into 2017 Remain a Hot Topic

Each year, a number of surveys and commentators describe and predict the trending topics of interest and importance to boards of directors in the for-profit and non-profit sectors. As we wrap up the first quarter of 2017, it appears that many of the predicted hot topics continue to garner attention from various corners. Cybersecurity – According to various surveys, boards have ranked cybersecurity among their principal concerns coming into 2017.  An earlier blog post discussed some recent lawsuits against directors and officers alleging breach of fiduciary duties in shareholder derivative suits.  Amongst additional data breaches that have been reported in the news media as 2017 has been underway, the National Association of Corporate Directors recently published a Director’s Handbook for Cybersecurity Risk Oversight, illustrating the continued attention that the topic has been receiving in boardroom.  In March, three U.S. Senators have introduced the Cybersecurity Disclosure Act of 2017, which would require public companies to disclose whether any corporate directors have expertise in cybersecurity and, if so, the nature and extent of that expertise. Board Tenure, Diversity and Refreshment.  A number of boards and commentators have addressed their interest in balancing … Continue reading

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Yahoo! Data Breach Results in Another Lawsuit Against Corporate Directors and Officers

A number of claims have been made against companies’ directors and officers alleging a breach of fiduciary duty for failing to adequately oversee data security programs.  To date, the defendants’ oversight of the programs and their documentation of that oversight have been sufficient enough so as to allow courts to rule in directors’ and officers’ favor. The past several years have seen a number of high-profile data breaches involving public companies, including Wyndham Worldwide, Home Depot, Target and, most recently, Yahoo!  Each of the earlier cases yielded lawsuits against the companies’ boards of directors and/or officers, and, last week, plaintiffs filed a class action lawsuit against Yahoo! and its CEO, CFO and board member alleging federal securities law violations relating to Yahoo!’s disclosure of the data breach.     The plaintiffs’ claims against directors and officers in previous cases have generally revolved around breaches of fiduciary duty, and, more specifically, the respective boards’ oversight of data security.  To date, the cases have been dismissed by motions at various stages.  In each of those cases, the courts have examined the nature and extent of boards’ oversight of data security programs.  A brief summary of the cases … Continue reading

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