SEC Amends Rules to Facilitate Electronic Submission of Filings
November 18, 2020
In a move strongly supported by the IAA, the SEC has taken two further actions acknowledging the widespread use of electronic signatures (e-signatures) and related technological developments, as well as the continuing need to support remote workforces. Earlier this year, the SEC staff had provided limited temporary relief regarding the use of e-signatures in response to the COVID-19 pandemic. However, the IAA and others in the industry have advocated in recent months for the SEC to provide additional permanent flexibility regarding the use of e-signatures in SEC filings. The SEC’s actions are part of a series of SEC initiatives to modernize and strengthen the agency’s operations and industry rules, including with respect to electronic delivery of required disclosures to investors.
In the first action, the SEC amended its rules to permit the use of e-signatures when executing authentication documents in connection with many documents filed with the agency (e.g., EDGAR filings). Current rules require that each signatory to an electronic filing manually sign a signature page or other document before or at the time of the electronic filing to authenticate the signature that appears in typed form within the electronic filing. The new rules will now permit a signatory to an electronic filing to sign an authentication document through an electronic signature provided that certain specified requirements are satisfied.
For example, the EDGAR Filer Manual will now specify that the signing process for the electronic signature must, at a minimum:
- Require the signatory to present a physical, logical, or digital credential that authenticates the signatory’s individual identity;
- Reasonably provide for non-repudiation of the signature;
- Provide that the signature be attached, affixed, or otherwise logically associated with the signature page or document being signed; and
- Include a timestamp to record the date and time of the signature.
The SEC amendments will also now allow the use of electronic signatures in authentication documents in connection with certain other filings when these filings contain typed, rather than manual, signatures. These new rules will be effective upon publication in the Federal Register.
In the second action, the SEC adopted rule amendments to require electronic filing and service of documents in administrative proceedings. The amendments coincide with the SEC’s development of an Internet-based electronic filing system for its administrative proceedings. Redaction of certain sensitive personal information from many of these documents will be required before filing. These amendments will become effective 30 days after publication in the Federal Register. However, compliance will not be required until April 12, 2021, and there will be an initial 90-day phase-in period following the compliance date.
TAGS: E-Signature, COVID-19, Coronavirus