September 21, 2021

Volume XI, Number 264


September 20, 2021

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SEC Staff Issues Statement Regarding Signature Requirements

On November 20, the Staff of the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets (the Staff) of the Securities and Exchange Commission issued an updated statement on requirements for manual signatures related to SEC filings.

COVID-19 Temporary Relief

Current Rule 302(b) of Regulation S-T requires each signatory to a document filed with the SEC pursuant to its EDGAR filing system to “manually sign a signature page or other document authenticating, acknowledging or otherwise adopting his or her signature that appears in typed form within the electronic filing.” The manually signed document must be executed before at the time of the EDGAR submission and maintained by the filer for a period of at least five years.

In light of the ongoing COVID-19 pandemic, the Staff has expanded its temporary relief and has indicated that it will not recommend that the SEC take enforcement action with respect to these requirements if:

  • a signatory retains a manually signed signature page or other document authenticating, acknowledging, or otherwise adopting his or her signature that appears in typed form within the electronic filing and provides such document, as promptly as reasonably practicable, to the filer for retention;

  • the document indicates the date and time when the signature was executed; and

  • the filer establishes and maintains policies and procedures governing this process.

The statement provides that the signatory may also provide to the filer an electronic record (such as a photograph or pdf) of such document when it is signed in order to demonstrate compliance with current Rule 302(b).

Early Adoption of New Electronic Signature Rules

On November 17, the SEC adopted amendments to permit the use of electronic signatures in executing and authenticating documents submitted electronically to the SEC through EDGAR, as more fully discussed in the November 20, 2020 article These new rules become effective upon publication in the Federal Register.

The Staff has announced that it will not recommend enforcement action with respect to the signature requirements of existing Rule 302(b) in advance of the effective time of the new rules if the signatory complies with the requirements of the amended rules in its entirety.

The full text of the Staff’s statement is available here.

©2021 Katten Muchin Rosenman LLPNational Law Review, Volume X, Number 339

About this Author

Brian Hecht Corporate Lawyer Katten

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...

Mark Reyes Securities Lawyer Katten Muchin law firm Chicago office

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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Mark D. Wood, corporate securities lawyer Katten Muchin Chicago Law firm

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...