On September 8, 2015, the Securities and Exchange Commission settled an enforcement action against a company for, among other violations, a failure to manually sign and retain signature pages, as required by Rule 302 of Regulation S-T under the Securities Exchange Act of 1934. The other violations include a failure to disclose certain related-party transactions with a major customer, accounting improprieties and issuances of the company’s stock without an effective registration statement or exemption from registration. In light of the other violations, the failure to manually sign and retain signature pages may appear insignificant. The finding by the Commission, however, of a separate violation for such failure in this enforcement action is unusual, if not unprecedented, and should serve as a strong reminder of this requirement.
Rule 302 requires that (1) a signatory to an electronic filing manually sign the signature page either before or at the time of the electronic filing; (2) the filer retain the original executed document for five years; and (3) the filer provide the Commission staff with a copy of the document upon request. This includes Section 16 filings.
The company failed to maintain signed signature pages for most of its filings with the Commission from 2010 through 2013. Specifically, the company failed to receive or maintain any manually signed signature pages prior to December 2012. After December 2012, while the company had made over 23 filings with the Commission, it only received or maintained fully signed, original signature pages on eight filings.
This enforcement action should prompt all filers to confirm that they have procedures in place to obtain manually-signed signature pages for all electronic filings with the Commission and retain those pages for five years.