Cooley, together with Wilson Sonsini Goodrich & Rosati and Fenwick & West, has submitted a petition to the SEC requesting a rule change to allow companies to use electronic signatures in their filings. Today, companies are required to sign many SEC filings, including registration statements filed in connection with IPOs, manually, as well as retain the originals of those manually signed copies for five years and to furnish copies to the SEC upon request. In light of the logistical challenges facing companies as a result of the COVID-19 pandemic, the SEC issued a statement in March that offers some relief regarding manual signature retention requirements for electronic filings under Rule 302(b) of Regulation S-T (see this Cooley PubCo blog post for more details). This relief helps companies work around the physical limitations imposed during shelter-in-place restrictions by providing flexibility in the manner in which manual signature pages are collected.
However, we believe that with the evolution of e-signature software and the prevalence of e-signature usage in all aspects of business interaction has not only made e-signatures an appropriate alternative for manually signed SEC filings, but an even more reliable way to confirm the accuracy, timing and validity of signatures. They also help with tracking, archiving and more efficient retrieval. We believe that these technological developments are even more critical to how our clients conduct business during the COVID pandemic and we expect that importance to continue as economies shift towards more remote working structures in a post-COVID world. We have seen widespread support for this petition across our clients and the ecosystem. We are hopeful that the SEC will consider the petition to amend Rules 11 and 302 of Regulation S-T to allow the use of electronic signatures in the future, and are appreciative of their consideration.