November 30, 2020

Volume X, Number 335

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SEC Adopts Amendments Permitting Use of Electronic Signatures for EDGAR Filings

On November 17, the Securities and Exchange Commission adopted amendments to Regulation S-T to permit the use of electronic signatures in executing documents submitted electronically to the SEC through EDGAR.

Under existing Rule 302 of Regulation S-T, an electronic EDGAR submission is required to include a typed “conformed” signature of the signatory thereto. In addition, the signatory must manually sign the signature page to the electronic filing, with such manual signature serving as an authentication of the typed signature appearing in the EDGAR submission. The filer must retain a copy of the manual signature for a period of five years and be able to furnish a copy to the SEC upon request.

Acknowledging that the COVID-19 pandemic has increased the difficulty associated with obtaining manual signatures, and the improvements in technology and the otherwise widespread use of electronic signatures, the SEC has adopted amendments to Rule 302(b) of Regulation S-T to permit the use of electronic signatures by signatories, if certain conditions are satisfied.

Electronic Signature Standards

 Under the amended rules, the EDGAR Filer Manual will require that, in order for a signatory to use an electronic signature, the signing process for the electronic signature must:

  • require the signatory to present a physical, logical or digital credential that authenticates the signatory’s identity;
  • reasonably provide for non-repudiation of the signature;
  • provide that the signature be attached, affixed or otherwise logically associated with the signature page; and
  • include a timestamp to record the date and time of the signature.

We expect that the use of popular third party services for electronic signatures, such as DocuSign, will satisfy the applicable SEC requirements.

Initial Manually Signed Attestation

In addition, before a signatory initially uses an electronic signature, the signatory must manually sign a document attesting that the signatory agrees that the use of electronic signatures constitutes the legal equivalent of such individual’s manual signature for purposes of authenticating the signature to any SEC filing. The signatory must maintain the manually signed attestation document for at least seven years after the date of the most recent electronically signed document.

The other requirements of Rule 302, including that the filer retain the signature page for a period of five years, remain unchanged.

The amendments will become effective immediately upon publication in the Federal Register.

The SEC’s adopting release is available here.

©2020 Katten Muchin Rosenman LLPNational Law Review, Volume X, Number 325
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Mark D. Wood, corporate securities lawyer Katten Muchin Chicago Law firm
Partner

Mark D. Wood is head of Katten's Securities practice and concentrates in corporate and securities law. Mark represents public companies, issuers and investment banks in initial public offerings (IPOs) and other public offerings, private investment in public equity (PIPE) transactions, debt securities and other securities matters.

Mark also represents clients in complex corporate transactions, including tender offers, mergers, acquisitions, dispositions, going-private transactions, private equity investments, joint ventures and...

312-902-5493
Mark Reyes Securities Lawyer Katten Muchin law firm Chicago office
Partner

Mark J. Reyes concentrates his practice in corporate and securities matters, including representing issuers and investors in public offerings and private placements of equity and debt securities and advising clients in complex corporate transactions such as mergers, acquisitions, private investments in public equity (PIPEs), private equity investments and joint ventures. He also counsels public companies on securities law compliance, disclosures and corporate governance matters.

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Brian Hecht Corporate Lawyer Katten
Partner

Brian Hecht is a Corporate partner in Katten's New York office. He offers broad transactional experience in capital markets transactions, mergers and acquisitions and corporate governance matters. Within capital markets, Brian's practice focuses on initial public offerings, high yield offerings, spin-offs, tender offers and investment grade debt offerings. Within mergers and acquisitions, he represents private equity funds and public companies in both public and private acquisitions and divestitures.

Prior to joining Katten, Brian was a...

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Susan Light, Katten Law Firm, Finance Law Attorney, New York
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Susan Light focuses her practice on financial services regulatory matters. She counsels broker-dealers, hedge funds, investment banks and financial services clients on enforcement issues involving the Securities and Exchange Commission (SEC), Financial Industry Regulatory Authority (FINRA), other self-regulatory organizations (SROs) and state and federal regulatory authorities. She has particular experience related to sales practice issues, financial and operational issues, anti-money laundering, crowdfunding, cybersecurity, and cryptocurrencies.

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Michael T. Foley, Katten, Lawyer, Finance, FINRA, Chicago
Special Counsel

Michael Foley represents broker-dealers, investment advisers and other financial services industry participants with respect to a broad spectrum of legal and regulatory matters arising under the federal securities laws.

Michael has nearly 20 years of experience in private practice and in-house at both a large, full-service broker-dealer and at an online discount broker-dealer, advising broker-dealers and other financial institutions regarding compliance with the federal securities and commodities laws, and with the regulations of the US Securities and Exchange...

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