On Feb. 21, the U.S. Securities and Exchange Commission (SEC) issued interpretive guidance (the “Guidance”) to public companies updating and expanding on the SEC Staff’s prior cybersecurity guidance that was released in 2011. The SEC’s Guidance is intended to inform companies on how and when to disclose actual and potential cybersecurity-related risks, breaches or incidents. Given the significant breaches over the last seven years, and with many more sure to come, public companies should be well aware of the Guidance.

The Guidance outlines the Commission’s views with respect to cybersecurity disclosure requirements under the federal securities laws as they apply to public operating companies. In particular, the Guidance addresses two topics that were not discussed in the Staff’s 2011 guidance, namely: (1) the importance of cybersecurity policies and procedures; and (2) the application of insider trading prohibitions in the cybersecurity context.