I’d agree but it’s the corporate counsel’s job to make sure they know about this stuff. Did counsel never tell them ‘you MUST do something about this’, which seems like a huge failing, or has it been brought up and the executives decide ‘oh well we don’t care’ which would be a REALLY BAD thing to have a court find out about.

This is all so easy to avoid. Maybe you’d get sued when someone claimed you weren’t doing enough but they’re not doing ANYTHING. The lowest possible bar.