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Cooley, Fenwick Ask SEC to End Manual Paper Signing Due to Virus (1)

April 17, 2020, 6:23 PMUpdated: April 17, 2020, 7:26 PM

The SEC should let companies do away with “wet” signatures for quarterly reports and other filings because of the coronavirus, three Silicon Valley-based law firms said.

Securities and Exchange Commission rules allowing companies to submit electronically signed documents but requiring them to keep manually signed pages on file remain burdensome to follow during the pandemic despite recent agency guidance, Cooley LLP, Fenwick & West LLP, and Wilson Sonsini Goodrich & Rosati PC said in an April 15 petition.

SEC staff issued the guidance March 24 in response to the outbreak. Signatories previously couldn’t retain the manually signed pages on behalf of the companies, which must keep the documents for up to five years. Signatories now can give the manually signed documents to the companies when practical.

Companies already use electronic signatures to complete multi-billion dollar mergers and to act on behalf of their boards of directors, among other purposes, according to the law firms. Trends away from manual signatures now are accelerating due to Covid-19 concerns, they said.

“We and many of our clients believe the Staff Statement could be of greater effectiveness to registrants, with no compromise to the integrity of the document signing process, if registrants were permitted to use existing, proven electronic signature processes with respect to filing documents with the Commission,” the law firms said in their letter, which six of their partners signed electronically.

The lawyers were David Peinsipp and Charlie Kim of Cooley, David Bell and James Evans of Fenwick, and Steven Bochner and Richard Blake of Wilson Sonsini. They used technology from DocuSign Inc. to endorse the letter.

An SEC representative declined to comment Friday.

(Updated with SEC response in seventh paragraph.)

To contact the reporter on this story: Andrew Ramonas in Washington at

To contact the editors responsible for this story: Michael Ferullo at; Seth Stern at