Authenticating Resolutions of Agency Authority in Large Transactions: Justifying Doubt Suppression
37 Corp. Counsel Rev. 257 (2018).
46 Pages Posted: 12 Jun 2019
Date Written: November 2018
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: Suggested Citation