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Corporate Governance in a Digital World: A Director's Guide for Tough Conversations on Cybersecurity Strategy
Co-authored with Alex Scherer and Peter Evans · November 2022

Cyber incidents now reach the boardroom through regulators, securities litigation and shareholder suits, and directors' oversight duties are under growing scrutiny. Drawing on cases from Yahoo! to Equifax and Marriott, this article argues that before boards debate cybersecurity spending or controls, they must first decide the lens they will use: shareholder value or a broader stakeholder view. That choice shapes every decision that follows.

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Since publication, the SEC has adopted cyber disclosure rules requiring companies to report material incidents and describe board oversight of cyber risk, making these conversations a requirement rather than a choice.