The SEC’s adopting release has quoted the Supreme Court’s definition of materiality from the case of TSC Industries, Inc. v. Northway, Inc., stating, “An omitted fact is material if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote,” or if it would have “significantly altered the ‘total mix’ of information made available”【60†(Barnes & Thornburg)】.

All publicly traded companies in the U.S., including foreign private issuers, are affected by new SEC cybersecurity rules.