The intersection of corporate governance and cybersecurity as it applies to the duties of directors and officers to oversee the cybersecurity issues in a company, including defenses to cyberattacks, are at the forefront of legal issues of the greatest importance to legal advisors to boards. Courtesy of Kevin LaCroix’s D&O Diary, a post by Paul Ferrillo reviews this topic and considerations for board members in light of the fiduciary duty of directors as articulated in the seminal Delaware Court of Chancery decision of In re Caremark Int’l, Inc. Derivative Litigation, 698 A.2d 959 (Del.Ch. 1996).
As an indication of how real this concern is, Kevin LaCroix reports on a recent derivative suit that was filed against Wyndham Worldwide’s Board based on cybersecurity related liability issues.