Association of Corporate Counsel - New York City Cybersecurity Summit November 15, 2017

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1 Association of Corporate Counsel - New York City Cybersecurity Summit November 15, 2017 Robert S. Cohen, Esq. Moritt Hock & Hamroff LLP Garden City & New York City (516) Andrew A. Bender, Esq. GSG Financial New York City (212) ext. 2138

2 E-SIGNATURE e-signature refers to many things but conceptually it refers to: How documents are electronically: Signed Stored Managed

3 ELECTRONIC DOCUMENTS ARE ENFORCEABLE Uniform Electronic Transactions Act (UETA) Electronic Signatures in Global and National Commerce Act (E-SIGN) an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record. UETA 2(8); ESIGN 106. Absence of an ink signature does not make the agreement unenforceable Applies to UCC Articles 2 and 2A UCC 9-203(b)(3) separately enables electronic signatures Consider Commercial & Consumer Transactions State law/regulatory environment Notarized Documents

4 ENFORCEABILITY Electronic Documents are Open to the Same Challenges and Risks as Paper Contracts: Was the document signed? Who signed the document? Which document was signed?

5 ADOPTION SHOULD YOU ADOPT AN E-SIGNATURE PROGRAM?

6 ADOPTION Benefits: Efficiency Customer Convenience It's the Future

7 ADOPTION The proper development and implementation of an e-signature program will: have advantages over the traditional ink or wet signatures which are often overlooked; and reduce the risk of forgery and fraud.

8 OPERATIONS HOW DOES THE SIGNING PROCESS WORK?

9 53 West 36 th Street, Suite 701 New York, NY T F

10 GSG FINANCIAL BACKGROUND GSG Financial is a captive equipment finance company and leading provider of customized financing solutions for vendors, endusers and financial intermediaries. Headquartered in New York City with offices in New Jersey, Alabama, Michigan, California and Connecticut conducting business in the United States and Puerto Rico. Focused on partnering with middle market and investment grade entities that require creative structuring and flexible documentation. A customer centric model dedicated to; personalized sales support, credit analysis, documentation, and billing. Core Asset Types: Diversified Industrial, Copy/Print and Converged IT.

11 LEASING LIFE CYCLE KEY STEPS 1. Prospect 2. Credit Review 3. Credit Approval 4. Issue Lease Docs 5. Receive Signed Docs 6. Issue Purchase Order 7. Vendor Delivery and Customer Acceptance 8. GSG Funds Transaction End of Lease Billing & Collections Sales Funding Credit Documentation Key Constituents include: Sales Reps, Documentation, Tech Partners, Legal Counsel, Vendors, End Users and Funding Partners

12 AUTHENTICATION METHODS Frontline Verification ID Verification First and Last Name Call Cell with Password IP Address Additional Verification Picture Capture Via Device Voice Recording SMS: Text Verify Questions User Defined SS Last 4 Digits Previous Address Drivers License # Etc

13 GSG SENDS OUT DOCUMENTS

14 CUSTOMER VERIFIES IDENTITY

15 CUSTOMER SIGNS AGREEMENT

16 GSG TRACKS STATUS

17 STORAGE E-Vault and Chattel: What to do with the electronically signed document? Records Management vs. Control of Chattel Controls Environment

18 ELECTRONIC VAULT

19 WHY ELECTRONIC SIGNATURES? Increased Security Compliance Lower Costs Customer Satisfaction

20 PAPER OUT PROCESS

21 E-SIGNATURE DOCUMENTS REDUCING FORGERY & FRAUD Forgery ("I never signed the document") Unauthorized alteration ("That is not the document I signed")

22 E-SIGNATURE DOCUMENTS REDUCING FORGERY & FRAUD If a traditional wet or ink signature is challenged, you only have a document which was purportedly executed. At best, you have a witness and/or notary to verify the signature. Results: Discovery, handwriting experts, expert testimony and trial Increased legal expenses Increased pressure to settle the case on less favorable terms

23 E-SIGNATURE DOCUMENTS REDUCING FORGERY & FRAUD If an electronically signed document is challenged, you have much more: The entire signing process is memorialized (review of the documents, assent to their terms and verified signature) Multiple verifications of signer s identity Multiple verifications that the signer expressed an intent to be bound Reduced risk of forgery/fraud Reduced risk that forgery will be asserted as a spurious defense

24 Results: E-SIGNATURE DOCUMENTS REDUCING FORGERY & FRAUD Increased likelihood that: You can prevail on a Motion for Summary Judgment or Trial Legal costs will be reduced A favorable settlement can be reached

25 E-SIGNATURE DOCUMENTS REDUCING FORGERY & FRAUD Zulkiewski v. American General Life Insurance Company, 2012 Mich. App. LEXIS 1086, 2012 WL (Mich. Ct. App. June 12, 2012) Insured changed life insurance beneficiary online electronically six months before his death. Former beneficiaries commenced suit against new beneficiary and insurance company claiming forgery and an unauthorized change of the life insurance policy. New beneficiary and insurance company moved for Summary Disposition dismissing the former beneficiaries claims.

26 E-SIGNATURE DOCUMENTS REDUCING FORGERY & FRAUD Motion for Summary Disposition Granted! In its decision, the Court supported its holding by citing: various items of the insured s personal information required to make the change electronically the creation of an account and password to access the insurance policy the protocols of the e-signature process subsequent confirmations of the modification sent by and regular mail to the insured an affidavit from the new beneficiary

27 IMPLEMENTATION Expect more business than legal challenges: IT Project (resources, time, glitches, testing, surprises) Leadership Support Project Management Training Compliance, controls, audit

28 QUESTIONS? THANK YOU. Robert S. Cohen, Esq. Moritt Hock & Hamroff LLP Andrew A. Bender, Esq. GSG Financial