Form for an Officer/Director to Attest to an Electronic Signature on an SEC Filing

Stinson - Corporate & Securities Law Blog

Stinson - Corporate & Securities Law Blog

The SEC has adopted final rules regarding electronic signatures with respect to Regulation S-T Rule 302.

New Rule 302(b)(2) of Regulation S-T provides that, before a signatory initially uses an electronic signature to sign something to filed with the SEC, the signatory must manually sign a document attesting that the signatory agrees that the use of an electronic signature for an SEC filing constitutes the legal equivalent of such individual’s manual signature.

What sort of document might satisfy such a requirement?  Maybe something like this:

The undersigned acknowledges and agrees with [name of issuer] that my electronic signature on filings with the United States Securities and Exchange Commission (“SEC”) is the legal equivalent of my manual signature, including for the purposes of Regulation S-T Rule 302(b)(2).  You are authorized to attach my electronic signature in the form of “/s/ [name of undersigned]” to such SEC filings upon receipt by you of a reply to an email which includes a draft of such SEC filing together with any changes to such draft approved by [title].  I understand that I may not repudiate any such electronic signature filed with the SEC.




DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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