On November 20, 2020, the Employees of the SEC’s Division of Company Finance, Division of Funding Administration, and Division of Buying and selling and Markets issued an announcement that it could not advocate enforcement motion in opposition to individuals using digital signatures in compliance with current rule amendments to Rule 302(b) of Regulation S-T despite the fact that the amendments haven’t but grow to be efficient. As previously reported, on November 17, 2020, the SEC introduced new rule amendments to allow using digital signatures for sure filings after the signatory has supplied a one-time, manually-signed attestation to the filer that his or her digital signature is the authorized equal of a handbook signature (see here for a model form of attestation). The amendments will formally grow to be efficient upon publication within the Federal Register.
The Employees additionally reaffirmed that it could proceed to supply short-term reduction from, and never advocate enforcement motion with respect to, present doc retention necessities associated to handbook “moist ink” signatures beneath Rule 302(b) supplied that:
- the signer retains the manually-signed signature web page or authentication doc;
- the signer promptly offers both his or her manually-signed signature web page or authentication doc or an digital copy (comparable to a .pdf scan) of such doc to the filer;
- the signer contains the time and date of execution on the signature web page or authentication doc; and
- the filer develops and maintains insurance policies and procedures for this distant signature course of.
Though statements of the Employees haven’t any authorized power or impact, they supply vital perception into how the Employees views its enforcement priorities. Right here, the Employees’s help of the early adoption of digital signatures ought to encourage filers to maneuver extra rapidly, in gentle of the worsening COVID-19 pandemic, to avail themselves of the pliability provided by the current rule amendments.