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Data is an asset and a liability. It fits into both accounting columns and will not fail to be used against a corporate entity if not secured properly. Databases contain trade secrets, personally identifiable information, HIPAA-protected health care information, proprietary information and classified data. They also house sensitive information and evidence of liability or criminal behavior. As the size of databases grew, one thing became apparent: the information stored in those repositories had to be kept secure. As the importance of data became more evident, so did the importance of information security and cybersecurity.
Lawyers and cybersecurity experts were forced together as soon as employees had access to the internet. Before data breaches became the norm, the ugly secret in the IT closet was the amount of pornography in databases. Employees were searching pornographic materials at work, from their work desktops, and they seemed to believe that no one would ever find out. Unfortunately for them, when lawyers conducted ediscovery for investigations and litigation, they uncovered large volumes of pornography in their clients' databases. Attorneys were obligated to inform corporate executives of this behavior, including the who, what and when. It was not long before firewalls were installed to block pornographic websites and other nefarious sites.
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The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
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