Another animal is loose on Wall Street. An eyewitness who worked at a local hedge fund described what he saw. “I saw an animal that I think was a cat jump out of something that looked like a bag, which a man - I think he was from the Wall Street Journal - was holding. The cat ran toward the old Fulton Fish Market screaming, ‘short all the companies that changed their risk factors and buy all those that haven’t!’” The visibly shaken witness went on to describe what happened next. “Then a few arbitrageurs from my office jumped into a Ferrari and tore up Pearl Street yelling, ‘get that cat back in the bag,’ and then a different bunch of guys - I think they were General Counsels - ran toward the financial printer’s building screaming, ‘stop the press, stop the press’ while a third group - I think they were from the SEC - chased after the General Counsels with papers that looked like Wells Notices. It was total mayhem.”Read More
In an unprecedented move, Yahoo has placed a significant amount of blame on the company's legal department for its handling of the massive 2014 data breach that affected over 500 million accounts. An independent Board level review found that Yahoo senior executives failed to "properly comprehend or investigate" the 2014 data breach and found serious deficiencies concerning the management and reporting of the crisis.
The company's actions underscore a significant trend as it relates to the role of the legal department concerning cybersecurity risk. This trend continues to shift cybersecurity issues from the IT department to the legal department.Read More
Prior to the enactment of the Sarbanes-Oxley Act (“SOX”) in 2002, most companies treated the role of the corporate secretary as a part-time role designed to satisfy the state corporate law mandate that an officer of the corporation record the proceedings of board and shareholder meetings and keep custody of the corporate seal. This general description of limited responsibility is what made its way into most companies’ bylaws and likely caused boards to attach the “Corporate Secretary” title to the title of General Counsel rather than appoint an independent Corporate Secretary. However, considering developments in the law concerning attorney-client privilege and the evolution of the broad-based responsibilities of today’s Corporate Secretary in this time of heightened concern for corporate governance, it is now, more than ever, appropriate for Chairs of boards and CEOs to question why the role of Corporate Secretary is still typically combined with the distinctly different role of General Counsel.Read More