Shareholders Can Sue Corporate Officers for Breach of Duty of Oversight in landmark Ruling — CISOs and CPOs, You Listening?

In a landmark ruling, the Delaware Court of Chancery has recognized that corporate officers owe the company a legal duty of oversight, which has traditionally been an obligation solely of directors, and can be sued by shareholders for breach of that duty. In the cybersecurity and privacy context, what does this mean for Chief Information Security Officers, Chief Security Officers, Chief Privacy Officers, Chief Compliance Officers, and similar roles? You already know …


Shareholders can sue McDonald Corp’s former global chief people officer for the damage they claim he caused to the restaurant chain by allegedly allowing a culture of sexual harassment to flourish, according to a groundbreaking legal ruling.

The decision marks the first time the influential Delaware Court of Chancery has recognized that corporate officers owe the company a legal duty of oversight, which has traditionally been an obligation solely of directors.

The decision by Vice Chancellor Travis Laster allows McDonald’s shareholders to proceed to trial to try to prove that David Fairhurst, global chief people officer from 2015 to 2019, breached his oversight duties by allegedly acting in bad faith and ignoring signs of a toxic culture.

— Read on Shareholders can sue McDonald’s ex-executive in landmark ruling www.reuters.com/legal/shareholders-can-sue-mcdonalds-ex-executive-landmark-ruling-2023-01-25/

Published by Shawn E. Tuma

Shawn Tuma is an attorney who is internationally recognized in cybersecurity, computer fraud and data privacy law, areas in which he has practiced for nearly two decades. He is a Partner at Spencer Fane, LLP where he regularly serves as outside cybersecurity and privacy counsel to a wide range of companies from small to midsized businesses to Fortune 100 enterprises. You can reach Shawn by telephone at 972.324.0317 or email him at stuma@spencerfane.com.

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