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“At Home” In Georgia: The Hidden Danger Of Registering To Do Business In Georgia, Brian P. Watt, W. Alex Smith
“At Home” In Georgia: The Hidden Danger Of Registering To Do Business In Georgia, Brian P. Watt, W. Alex Smith
Georgia State University Law Review
Georgia law prohibits any foreign corporation—a corporation with an originating registration initiated in a state other than Georgia—from transacting business in the state until it obtains a certificate of authority from the Georgia Secretary of State. Attorneys advise foreign corporations to register as a matter of course, and business owners readily comply. Georgia is not unique in its registration requirement. Every state in the union has enacted such a statute. But very few states require a foreign corporation to forfeit the guarantees of due process as a condition for transacting business in the state. Georgia is one of them. In …
Cybersecurity Oversight Liability, Benjamin P. Edwards
Cybersecurity Oversight Liability, Benjamin P. Edwards
Georgia State University Law Review
A changing cybersecurity environment now poses a significant corporate-governance challenge. Although some cybersecurity data breaches may be inevitable, courts now increasingly consider when a corporation’s officers and directors may be held liable on theories that they acted in bad faith and failed to adequately oversee the corporation’s affairs. This short essay reviews recent derivative decisions and encourages corporate boards to recognize that in an environment filled with increasing threats, a reasonable response will require devoting real resources and attention to cybersecurity issues.