In November and December of 2013, Target Corporation suffered one of the largest cyber breaches till date. The breach that occurred during the busy holiday shopping season resulted in personal and credit card information of about 110 million Target customers to be compromised. The case describes the details of the breach, circumstances that led to it, consequences for customers and for Target, and the company's response. The case then discusses the role of management and the board of directors in cyber security at Target. Target's board of directors was subject to intense criticism by shareholders and governance experts such as the leading proxy advisor Institutional Shareholder Services (ISS). The case discusses the critique and defense of the board's role. The case is designed to allow for a discussion of the causes and consequences of the cyber breach and accountability of directors in cyber security.

In November 2014, The Dow Chemical Company was faced with the prospect of a proxy battle with prominent hedge fund and activist investor Third Point Management. The activist had criticized Dow's recent performance and advocated that the company split itself to maximize its potential. The activist also proposed two director candidates to join Dow's board. Third Point offered its director nominees what had come to be known as a "golden leash" incentive structure - a significant amount of incentive payment from the investor if the company performed well. Supporters and critics had weighed in on the pros and cons of such incentive schemes for corporate independent directors. Faced with the prospect of a proxy fight, Dow's board had to decide whether to invite the two directors on to the company's board knowing they came with the special payment scheme from the hedge fund.