A federal district court in New Jersey has ruled that the board of directors of Wyndham Worldwide Corp. is not liable to a shareholder for alleged damages arising from the data breaches that led to the Federal Trade Commission action against the company.  In Palkon v. Holmes, the plaintiff alleged that the board had failed to protect customer data and notify investors that the credit card information of over 600,000 customers had been breached three times.  After the board refused to comply with the shareholder’s demand that it sue the personnel responsible for the breaches, the shareholder brought a derivative lawsuit against the board on behalf of all shareholders, claiming that the refusal had been “predetermined” and “influenced by conflicted legal counsel.”  However, the court dismissed the claims with prejudice, holding that the plaintiff had failed to adequately allege that the board’s refusal was made in bad faith or based on an unreasonable investigation.