Staff Eases Burden of Obtaining Manually Signed Reports
In case you missed it, the SEC staff issued a statement earlier this month allowing compliance personnel to file Section 16(a) reports without having a “manually signed” paper copy of the report in hand before submitting the report on EDGAR.
The statement is helpful because Rule 302(b) of Regulation S-T requires the “signatory” to a filing to “manually sign” a paper copy before the filing is submitted. Getting a copy of a draft report into the hands of the signatory (who may be the insider, or may be an attorney-in-fact) and returned to the “filer” in “inked” form before the filing deadline can be difficult when all participants in the process are working remotely due to COVID-19. The staff’s statement says that, in light of these difficulties, the staff will not recommend enforcement action if:
the signatory manually signs the filing and provides the manually sign copy to the filer “as promptly as reasonably practicable,”
the manually signed copy indicates the date and time it was signed, and
the filer establishes and maintains policies and procedures governing the process.
The staff added that the signatory may also provide to the filer an electronic copy (e.g., a photograph or FDF) of the manually signed report.
The staff’s no-action relief applies to all EDGAR filings, not just Section 16(a) reports.
-Alan Dye, Section16.net March 26, 2020
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