In an era where digital threats loom large, the responsibilities of Chief Information Security Officers (CISOs) have expanded beyond traditional IT security to encompass a broader governance, risk management, and compliance role. The infamous SolarWinds Corp. attack, which compromised numerous public and private organizations globally, illustrates the complex cybersecurity landscape CISOs navigate. The subsequent legal and regulatory responses, including a complaint by the U.S. Securities and Exchange Commission (SEC), underscore the critical role of CISOs in not only safeguarding digital assets but also ensuring compliance with evolving cybersecurity disclosure requirements. This article examines the SolarWinds incident and the SEC’s actions to derive essential governance lessons for CISOs.  

In 2020, SolarWinds disclosed that it had been subject to a cyberattack, commonly referred to as “SUNBURST.” SUNBURST is believed to have been conducted by Russian state-sponsored hackers and affected over 18,000 customers, including government agencies and Fortune 500 companies.i Attackers compromised the infrastructure of SolarWinds, a leading provider of IT management software, to distribute malicious updates to the company’s Orion software.  

In response to the breach, on October 30, 2023, the SEC sued SolarWinds and its CISO, Timothy G. Brown, in connection with the SEC Division of Enforcement’s investigation of the cyberattack.ii The SEC alleges that from October 2018, when SolarWinds went public, to January 2021, SolarWinds and Brown “defrauded SolarWinds” investors by overstating SolarWinds’ cybersecurity practices and understating or failing to disclose known risks.iii In its filings with the SEC, SolarWinds allegedly misled investors by disclosing only generic and hypothetical risks at a time when SolarWinds and Brown knew of specific deficiencies in SolarWinds’ cybersecurity practices as well as the increasingly elevated risks the company faced at the same time.iv Recently, the SEC filed an amended complaint that lays out the same claims it made against the company last fall, only in greater detail.v