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ARTICLE · 06 MAY 2022

Fourth Circuit Finds Omission Of Marriott's Data Vulnerabilities Not Actionable

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The decision has significant implications for companies considering how to describe their cybersecurity programs in public disclosures.

United StatesTechnology
Natasha Kohne
Natasha Kohne
M. Scott Barnard
M. Scott Barnard
Michelle Reed
Michelle Reed
Matthew Lloyd
Matthew Lloyd
Jessica Jones Mannon
Jessica Jones Mannon
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On April 21, 2022, the Fourth Court affirmed the dismissal by the district court that found that the complaint failed to adequately allege a false or misleading statement or omission, loss causation or scienter. Although Marriott could have provided additional information to investors regarding its cybersecurity risks following a merger with Starwood, the federal securities laws did not require it to do so, and Securities and Exchange Commission (SEC) guidance advises companies against detailed disclosures that could compromise their cybersecurity efforts. The decision has significant implications for companies considering how to describe their cybersecurity programs in public disclosures.

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