Authenticating Resolutions of Agency Authority in Large Transactions: Justifying Doubt Suppression

37 Corp. Counsel Rev. 257 (2018).

46 Pages Posted: 12 Jun 2019

See all articles by Val Ricks

Val Ricks

South Texas College of Law Houston

Date Written: November 2018

Abstract

When a large transaction closes, lawyers routinely obtain from each party a certification (i) authorizing the deal and (ii) affirming that signing parties have authority to sign. The certification is usually obtained from an officer called a "secretary." No one seeks assurance that the secretary has authority to certify. Smart lawyers wonder whether they should trust the secretary, but they suppress doubts and go forward. Case law generally encourages their doubt suppression without explaining why — under agency law — secretaries have such authority. The full agency law analysis is not straightforward, but this paper explains it in full, mostly justifying the case law.

Keywords: agency, contracts

JEL Classification: K10, K12, K20, K22

Suggested Citation

Ricks, Val D, Authenticating Resolutions of Agency Authority in Large Transactions: Justifying Doubt Suppression (November 2018). 37 Corp. Counsel Rev. 257 (2018).. Available at SSRN: https://ssrn.com/abstract=3395487

Val D Ricks (Contact Author)

South Texas College of Law Houston ( email )

1303 San Jacinto Street
Houston, TX 77002
United States
7136462944 (Phone)

Register to save articles to
your library

Register

Paper statistics

Downloads
12
Abstract Views
92
PlumX Metrics