Seeking Clarity on SEC Disclosure Obligations Related to Cybersecurity

Carlton Fields

In response to increasing pressure to update its existing disclosure guidance regarding cybersecurity risks and cyber-incidents, the U.S. Securities and Exchange Commission (the “SEC”) is widely expected to overhaul its disclosure rules, including those related to cybersecurity.[1] Until any new rules become final, cybersecurity disclosure obligations will continue to be informed, in part, by the generic SEC “line item” disclosure requirements as well as the general anti-fraud provisions of the federal securities laws, none of which explicitly refer to cybersecurity. Despite the recent surge in reported cybersecurity risks and incidents, the most specific pronouncement on SEC disclosure obligations in this area is a non-binding SEC guidance release from October 13, 2011 (“2011 Guidance”).[2] 

Increased Cybersecurity Risks Amplify Call for SEC Action

Given the proliferation of incidents and reported risks, new disclosure rules related to cybersecurity are long overdue. Any casual reader of the news over the past several years could readily discern what is now widely recognized, that cyber-incidents have become more frequent, sophisticated, and damaging.  Corporate titans across all sectors of industry have been the victims of significant cyber-attacks, including the likes of health benefits company Anthem, entertainment giant Sony Pictures, retailers Target and Home Depot, financial company J.P. Morgan, hospitality company Wyndam Worldwide, and technology company Adobe. Even the United States Federal Government is not immune. 

Robert S. Mueller, III, former director of the Federal Bureau of Investigation, went as far as to say there are “two types of companies: those that have been hacked and those that will be. And even they are converging into one category: companies that have been hacked and will be hacked again.”[3] From the SEC’s point of view, cybersecurity threats are of particular concern because of the widespread and severe impact that cyber-attacks could have on the integrity of the capital markets infrastructure and on companies and investors.[4] In fact, according to SEC Chairwoman White, the SEC’s formal jurisdiction over cybersecurity is directly focused on “the integrity of our market systems, customer data protection, and disclosure of material information.”[5]

In response to the heightened awareness of cybersecurity risks and incidents, the SEC staff has released a panoply of cybersecurity related releases,[6] and held numerous speeches,[7] roundtable discussions,[8] seminars,[9] and sweep examinations since 2011. It has also identified cybersecurity as an examination priority in both 2014 and 2015.[10] These actions indicate that the SEC’s reaction to the growing threat of cybersecurity is consistent with Chairwoman White’s insistence that such threats are of “extraordinary and long-term seriousness.”[11] Still, there have been efforts by both the legislative and the executive branch to prod the SEC to do more.

For example, in April 2013, U.S. Senator John Rockefeller, IV (D-WV) wrote Chairwoman White to request that the SEC issue formal guidance on when companies are required to disclose to investors their cybersecurity risks.[12] While generally complimentary of the positive impact of the staff’s guidance on company disclosures, the Senator complained that “the disclosures are still insufficient for investors to discern the true costs and benefits of companies’ cybersecurity practices.”  In December 2014, Congress called upon the SEC to report on its efforts to modernize disclosure requirements, including an update on cybersecurity.[13] The SEC may also be feeling increased pressure “to do its part” based on initiatives from the President calling upon government and industry to ramp up their efforts to address cybersecurity issues.[14]

2011 Guidance on Cybersecurity Disclosure Obligations

The guidance issued on October 13, 2011 by the SEC’s Division of Corporation Finance remains the most complete guidance available addressing the application of SEC disclosure rules for cybersecurity risks and cyber-incidents.  As acknowledged in the guidance, no existing SEC disclosure requirement explicitly requires disclosure of cybersecurity risks or cyber-incidents.  All the same, the guidance goes on to identify the following six areas under Regulation S-K where cybersecurity disclosures may be necessary: 

Risk Factors. Material cybersecurity risks should be disclosed and adequately described as Risk Factors.[15] Part of this analysis includes the probability and potential magnitude of a cyber-incident and the adequacy of the preventative measures taken to reduce such risks relative to the industry in which the registrant operates. The 2011 Guidance further states that appropriate disclosure may include descriptions of cyber-incidents experienced by the registrant that are individually, or in the aggregate, material.

Management’s Discussion and Analysis of Financial Condition and Results of Operation (MD&A). Registrants should disclose cybersecurity risks and cyber-incidents in their MD&A if the consequences associated with any known incidents or the risk of any potential incidents reflect a material event, trend, or uncertainty that is reasonably likely to have a material effect on the registrant.[16] Furthermore, if a cyber-incident prompts a registrant to materially increase its cybersecurity protection expenditures, the 2011 Guidance recommends that the increased expenditures be disclosed even if the original incident itself did not result in any loss.

Description of Business. Registrants should describe in its “Description of Business” section[17] whether one or more cyber incidents materially affect its products, services, relationships with customers or suppliers, or competitive conditions.

Legal Proceedings. Registrants should disclose any material pending legal proceeding involving a cyber-incident to which it, or any of its subsidiaries, is a party.[18]

Financial Statement Disclosures. Cybersecurity risks and incidents that represent substantial costs in prevention or response should be included in Financial Statement Disclosures where the financial impact is material

Disclosure Controls and Procedures. Where a cybersecurity risk or incident impairs the organization's ability to record or report information that must be disclosed, Disclosure Controls and Procedures that fail to address cybersecurity concerns may be ineffective and subject to disclosure.[19]

The 2011 Guidance, while advising against boiler plate disclosure, does make clear that the SEC staff is mindful of registrants’ concerns that overly detailed disclosures could compromise cybersecurity efforts. As such, the 2011 Guidance emphasized that the federal securities laws do not require a registrant to provide, via SEC disclosures, a “roadmap” for those who seek to infiltrate their network security.

SEC Activity after the 2011 Guidance

With more than three years of filing experience under the 2011 Guidance, most registrants are familiar with the requirements stated therein.  However, since its issuance, the SEC staff’s interpretation of what cybersecurity risks and incidents must be disclosed could arguably be described as evolving. This observation is based on the SEC staff’s practice of commenting on registrants’ cybersecurity disclosures in periodic reports as well as public statements made by multiple SEC Commissioners. 

For example, since the 2011 Guidance, it has not been uncommon for the staff to ask a registrant whether it has experienced any cyber-incidents and, if so, to disclose that it has experienced such cyber-incidents, even when the incidents themselves, alone or in the aggregate, are not considered material.[20]  In another instance, the SEC staff advised a registrant to consider revising its disclosure stating that a cyber-incident was unlikely. The staff then referred to its considerations set forth in the 2011 Guidance.[21] While these kinds of comments can be frustrating and confusing from a purely analytical perspective, most registrants will simply acquiesce to the staff’s request for the additional disclosure and move on.

The SEC staff’s evolving position on cybersecurity disclosure obligations was also reflected in panel discussions from a roundtable it held on cybersecurity in 2014.[22] During one such panel, Chairwoman White questioned whether there should be a “quicker trigger” than materiality with respect to disclosing cybersecurity risks and incidents.[23] Similarly, during the same 2014 roundtable, Commissioner Stein reportedly questioned whether even non-material cyber-incidents should be disclosed.[24] Such a position is consistent with comments some registrants have received related to disclosure of non-material cybersecurity risks, as described above.[25] The apparent willingness to advocate for, and apply, a standard lower than materiality when determining what cybersecurity related incidents must be disclosed reflects a departure from the 2011 Guidance. In fact, the 2011 Guidance clearly states that cybersecurity disclosures were intended to be “consistent with the relevant disclosure considerations that arise in connection with any business risk.” Not surprisingly, the 2011 Guidance is peppered with references to materiality.[26]

Shortly after the roundtable, the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) launched a sweep examination of several registered broker-dealers and investment advisers designed to assess the legal, regulatory, and compliance issues associated with cybersecurity.[27] After sending out questionnaires, the staff then collected and analyzed the information provided by the firms as well as held interviews with key personnel at each firm.[28] An SEC staff summary of the results from the OCIE examinations included the observations that the vast majority of firms reported that they had been the subject of a cyber-incident, including 88% of the brokers and 74% of the investment advisers examined.[29] The summary did not provide any commentary on how the high occurrence rate may influence the staff’s policy going forward. Rather, it indicated only that OCIE will “continue to focus on cybersecurity.” While the sweep examination was focused on cyber-incidents rather than disclosure, the results may reinforce the apparent opinion of some on the SEC staff that an aggressive cybersecurity disclosure policy is appropriate. Whether that same aggressive posture is reflected in any new cybersecurity disclosure rules remains to be seen.

Registrants Caught in Disclosure Limbo

Because of the current uncertainty surrounding SEC cybersecurity disclosure obligations, registrants may feel trapped in a catch-22. Disclosing too much may provide a roadmap for those who seek to infiltrate a registrant’s network security.[30] Too much disclosure may also attract more regulatory scrutiny, shareholder class actions and derivative lawsuits as regulators and plaintiffs increasingly explore cybersecurity disclosure and related incidents as fertile ground for enforcement actions[31] and for private claims.[32] However, as discussed above, disclosing too little information related to cybersecurity could also draw SEC scrutiny due to insufficient disclosure as well as open the registrant up to litigation claims that it failed to disclose relevant information in the event it suffers a cyber-incident. Statements made at the 2014 roundtable by various SEC Commissioners and staff indicate that the SEC is grappling with these same issues as it considers disclosure requirements.[33]

Until new cybersecurity disclosure rules are revealed, registrants should regularly revisit their Risk Factors and other disclosure obligations in light of the 2011 Guidance (and the subsequent shifting interpretations thereof) to determine whether any changes are needed. Furthermore, registrants should be prepared to address any staff comments regarding their cybersecurity disclosures.  Registrants should be particularly mindful of this if they have been the recent target of a cyber-incident or have experienced any changes in their cyber-risk profiles since the registrant’s last SEC filing.


[1] Smeeta Ramarathnam, Chief of Staff to SEC Commissioner Luis Aguilar, Panelist at the RSA Conference, Full Disclosure: What Companies Should Tell Investors about Cyber Incidents (April 23, 2015); see also Cory Bennett, SEC Weighs Cybersecurity Disclosure Rules, The Hill (Jan. 14, 2015),

[2]CF Disclosure Guidance: Topic No. 2, U.S. Sec. & Exch. Comm’n, Div. of Corp. Fin. (Oct. 13, 2011),

[3] Robert S. Mueller, III, Director, Fed. Bureau of Investigation, Speech at the RSA Cyber Security Conference (Mar. 1, 2012),

[4] Luis A. Aguilar, Commissioner, U.S. Sec. & Exch. Comm’n, Speech at Boards of Directors, Corporate Governance and Cyber-Risks: Sharpening the Focus (Jun. 10, 2014),

[5] Mary Jo White, Chair, U.S. Sec. & Exch. Comm’n, Opening Statement at SEC Roundtable on Cybersecurity (Mar. 26, 2014),

[6] Press Release, U.S. Sec. & Exch. Comm’n, SEC Alerts Investors, Industry on Cybersecurity (Feb. 3, 2015),; Press Release, U.S. Sec. & Exch. Comm’n, SEC Announces Compliance Outreach Program Seminars for Investment Adviser and Investment Company Senior Officers (Apr. 20, 2015),; Press Release, U.S. Sec. & Exch. Comm’n, SEC and FINRA to Hold National Compliance Outreach Program for Broker-Dealers (May 8, 2015),

[7]See, e.g., Aguilar supra note 4; see also White supra note 5. 

[8]See, e.g., Cybersecurity Roundtable, U.S. Sec. & Exch. Comm’n (Oct. 13, 2011),

[9] See, e.g., Press Release, U.S. Sec. & Exch. Comm’n, SEC Announces Compliance Outreach Program Seminars for Investment Adviser and Investment Company Senior Officers (Apr. 30, 2015),

[10] See, e.g., National Exam Program Examination Priorities for 2015, U.S. Sec. & Exch. Comm’n (2015),;  see also National Exam Program Examination Priorities for 2014, U.S. Sec. & Exch. Comm’n (Jan. 9, 2014),

[11] White supra note 5.

[12] Letter from John D. Rockefeller IV, U.S. Senate, to Mary Jo White, Chair, U.S. Sec. & Exch. Comm’n, (Apr. 9, 2013),

[13] U.S. House of Representatives Explanatory Statement Submitted by Mr. Rogers of Kentucky, Chairman, U.S. House Committee on Appropriations Regarding the House Amendment to the Senate Amendment on H.R. 83, 113th Congress, 2nd Session Issue: Vol. 160, No. 151 (Dec. 11, 2014); See also Cory Bennett, SEC Weighs Cybersecurity Disclosure Rules, The Hill (Jan. 14, 2015, 6:00 AM),

[14] See Press Release, The White House, SECURING CYBERSPACE - President Obama Announces New Cybersecurity Legislative Proposal and Other Cybersecurity Efforts (Jan. 13, 2015),; See also Eric A. Fischer, Edward C. Liu, John W. Rollins, & Catherine A. Theohary, The 2013 Cybersecurity Executive Order:  Overview and Considerations for Congress (Dec. 15, 2014),; Exec. Order No. 13636, Improving Critical Infrastructure Cybersecurity, 78 F.R. 11739 (Feb. 19, 2013),

[15] See 17 CFR § 229.503(c) (Item 503(c) of Regulation S-K); 17 CFR § 249.220f ; Form 20-F, Item 3.D.

[16] The SEC recently settled securities fraud charges alleging that Bank of America failed to disclose known uncertainties under Regulation S-K. Although the alleged wrongdoing did not involve cybersecurity risks or incidents, it does show the SEC’s willingness to pursue reporting companies for their failure to properly assess and disclose trends and unknown risks. See Bank of America Admits Disclosure Failures to Settle SEC Charges, U.S. Sec. & Exch. Comm’n (Aug. 21, 2014),

[17] See 17 CFR § 229.101 (Item 101 of Regulation S-K); Form 20-F, Item 4.B.

[18] See 17 CFR § 229.103 (Item 103 of Regulation S-K).

[19] See 17 CFR § 229.307 (Item 307 of Regulation S-K); Form 20-F, Item 15(a).

[20] See Letter from Suzanne Hayes, Assistant Dir., U.S. Sec. & Exch. Comm’n, to James J. Malerba, Exec. Vice President, Corporate Controller & Chief Accounting Officer, State Street Corp. (Apr. 9, 2012), available at; See also SEC Comment Letters- Including Industry Insights: Constructing Clear Disclosures, Deloitte & Touche, (7th ed. 2013).

[21] See Letter from Maryse Mills-Apenteng, Special Counsel, U.S. Sec. & Exch. Comm’n, to Dana Gallovicova, Chief Enforcement Officer, Zlato Inc. (June 11, 2013), available at

[22] Cybersecurity Roundtable, supra note 8.

[23] Cybersecurity Roundtable Transcript, U.S. Sec. & Exch. Comm’n (Mar. 26, 2014) at 102,

[24] Id. at 108, (stating “[i]f the materiality standard isn't working in this particular situation in the way it might… what should we be talking about? Should it be principles based, or should there be a floor, and should that vary from industry to industry?”).

[25] See Letter from Suzanne Hayes, Assistant Dir., SEC, to James J. Malerba, Exec. Vice President, Corporate Controller & Chief Accounting Officer, State Street Corp. (Apr. 9, 2012), available at; See also Deloitte & Touche, SEC Comment Letters- Including Industry Insights: Constructing Clear Disclosures 67 (7th ed. 2013).

[26] See CF Disclosure Guidance, supra note 2.

[27] See Cybersecurity Examination Sweep Summary, Office of Compliance Inspections and Examinations, Sec. & Exch. Comm’n,  Volume IV, Issue 4 (February 3, 2015),

[28] Id.

[29] Id.

[30] See CF Disclosure Guidance, supra note 2.

[31] See, e.g., Press Releases, supra note 14.

[32] Cybersecurity Roundtable Transcript, supra note 23 at 86, (with one commenter observing that “if [a] breach isn't otherwise going to become public, if you suffered a breach, you know that if the breach were to become public, you are now going to be a target of a lot of class action plaintiffs, of consumer protection regulators, who will not look at you as the victim of the breach…but will look at you as almost the perpetrator of the breach.”).

[33] Cybersecurity Roundtable Transcript, supra note 23 at 13, 98 (Commissioner Aguilar stated that “[t]here is no doubt the SEC must play a role in this area. What is less clear is what that role should be.” Additionally, Keith Higgins, Director of Division of Corporation Finance stated “[i]f you take boilerplate [disclosure] on the one hand and on the far side you take a look at the specific road map of the company’s vulnerabilities and what the consequences of those vulnerabilities could be, where do you find the balance?...Is there somewhere in the middle that will be helpful to investors while at the same time not harmful to companies.”).

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Carlton Fields | Attorney Advertising

Written by:

Carlton Fields

Carlton Fields on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at:

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit
  • New Relic - For more information on New Relic cookies, please visit
  • Google Analytics - For more information on Google Analytics cookies, visit To opt-out of being tracked by Google Analytics across all websites visit This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at:

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.