Ron Breaux in Corporate Counsel: Cybersecurity and the Board: It's Not Just an IT Thing


After most of Target Corp.’s board members were targeted for ouster by an influential shareholder group, company boards and in-house counsel are being advised to pay more attention to cybersecurity.

Five months after a massive data breach was discovered—exposing credit and debit card information for more than 70 million people—Target continues to feel the aftershocks through a drop in sales and its stock price.

But the company was dealt a further blow when proxy adviser group Institutional Shareholder Services said Wednesday that shareholders should oppose the reelection of seven of Target’s 10 board members. The report comes just two weeks before Target’s annual meeting of shareholders...

It is not immediately clear whether shareholders plan to follow the ISS’s advice. However, Haynes and Boone, LLP partner Ronald Breaux said the recommendation was likely to accelerate what he characterized as a growing trend by companies to treat cybersecurity as an enterprise and governance issue.

“Historically, cybersecurity issues have not been front of mind for directors,” he said. “They have regarded it as an IT issue.”

Excerpted from Corporate Counsel, June 2, 2014. To view full article, click here.


Email Disclaimer