September 11, 2017

The Equifax Cyberattack: An Insider Trading Twist?

Cyberattacks are a “dime a dozen” these days. But the one that Equifax disclosed last week has an insider trading twist that all corporate lawyers should be aware of. Reportedly, as noted in this LA Times article, three of the credit agency’s senior executives sold company shares – worth nearly $2 million – after the breach was discovered. But before public disclosure of the breach was made! According to the LA Times article, these sales weren’t likely made pursuant to a Rule 10b5-1 plan.

At this point – as the LA Times article notes – we don’t know if these officers were aware of the breach before they made the sales and/or whether the company’s pre-clearance procedures were adequately followed. Keep tuned (and please participate in our new “Blackout Periods Quick Survey.”

In addition, some are questioning why the company – including the board – didn’t correct vulnerabilities after prior breaches. Read more in this blog by Patterson Belknap’s Craig Newman, which notes that the cyberattack disclosure resulted in the immediate filing of this class action complaint (and subsequently, many more – including a securities lawsuit). Also see this NY Times article.

Given that Equifax’s breach of 143 million records might have personally impacted you – and everyone else reading this – this blog notes steps you might take to help avoid identify theft. People are understandably upset that Equifax is offering folks to use their security monitoring service for free in case they were breached. But it’s not quite “free” – in order to do that, you must first waive any rights against Equifax that you might have due to a breach…

NYC Comptroller & Pension Funds Begin New Activist Campaign

As noted in this Reuters article & this Weil Gotshal blog, the NYC Comptroller & the NYC Pension Funds have sent a letter to 151 companies seeking more board diversity – and a board that is more independent & climate-competent.

They want companies to use this standardized board matrix when making board composition disclosure – and they want boards to work with them (and other large shareholders) to identify suitable director nominees. This 2.0 project follows the “Boardroom Accountability Project” launched in 2014. We’re posting memos about this new campaign in our “Investor Policies” Practice Area.

The press release includes a list of companies that received the letters, a sample letter, a sample board matrix – and a sample letter to companies that haven’t enacted proxy access…

Tomorrow’s Webcast: “Secrets of the Corporate Secretary Department”

Tune in tomorrow for the webcast – “Secrets of the Corporate Secretary Department” – to hear former Pitney Bowes’ Amy Corn, Primerica’s Stacey Geer and Mondelez International’s Carol Ward as they debunk myths on how to run the corporate secretary department, as well as provide oodles of practice pointers – the agenda includes:

– Scheduling Meetings – Approach & Tips (a/k/a The Calendar Challenge)
– Considerations in Planning Board/Committee Meeting Schedule & Agendas
– Allocation of Duties to – & Among – Committees (Using Charters)
– Committee Calendars (a/k/a Still More Calendar Challenges)
– Develop Annual and Monthly Agenda for Board & Committee Meetings
– Presentations vs Discussions vs Information Items
– Logistical Support – Tips & Pitfalls
– Minutes & Meeting Follow-ups
– Technologies – Portals Are Your Friend

Broc Romanek