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SEC Staff Issues Statement on Regulation S-T Manual Signature Requirements

On March 24, 2020, the staff of the SEC’s Division of Corporation Finance, Division of Investment Management and Division of Trading and Markets issued a statement concerning the authentication document retention requirements under Regulation S-T for electronic filings made with the SEC, in light of health, transportation and other logistical issues raised by coronavirus disease 2019 (COVID-19).

Rule 302(b) of Regulation S-T requires that each signatory to a document filed electronically with the SEC under the federal securities laws “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” before or at the time the filing is made. Further, electronic filers must retain the paper originals of the signatures for a period of five years and furnish copies to the SEC or its staff upon request.

Because of potential difficulties in obtaining manually signed signature pages for electronic filings in light of circumstances arising from the COVID-19 pandemic, the SEC staff stated that it would not recommend that the SEC take enforcement action with respect to the requirements of Rule 302(b) if (1) the signatory retains the manually signed signature page or other authentication document and provides the document as promptly as reasonably practicable to the electronic filer in the ordinary course (e.g., if a signatory is working remotely, he or she may retain the paper original until the signatory can return to his or her place of work and deliver such document to the electronic filer); (2) the signature page indicates the date and time it was signed; and (3) the filer establishes and maintains policies and procedures for this process. The staff also stated that a signatory may provide to the filer an electronic record (such as a photograph or pdf) of the document when it is signed. 

The SEC staff’s statement is available here.

© 2020 Vedder PriceNational Law Review, Volume X, Number 86


About this Author

Jacob Tiedt, Vedder Price, investment services attorney

Jacob C. Tiedt is a Shareholder at Vedder Price and a member of the Investment Services group.

Mr. Tiedt’s practice includes the representation of registered mutual funds, closed-end funds and exchange-traded funds; private funds; investment advisers; and other financial institutions on a broad range of regulatory, governance and compliance matters. Mr. Tiedt regularly counsels clients on matters relating to SEC registration, disclosure and compliance; shareholder solicitation; NYSE, Nasdaq and FINRA regulation; corporate governance; and board administration. Mr....

Jake Wiesen Investment Attorney Vedder Price

Jake W. Wiesen is an Associate in the Chicago office of Vedder Price and a member of the firm’s Investment Services practice group.

While in law school, Mr. Wiesen served as Associate Editor of the University of Illinois Law Review, a student attorney for the Civil Litigation Clinic and a teaching assistant for Introduction to Advocacy. He was also the recipient of the CALI Excellence for the Future Award in Administrative Law and Employee Benefits.

Prior to joining Vedder Price, Mr. Wiesen worked as a legal intern for the Chicago Transit Authority and served as a judicial extern for the Honorable Susan G. Braden of the United States Court of Federal Claims.

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