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ARTICLE · 18 FEBRUARY 2019

Certifiably Inane: The Unnecessary Officer's Certificate

In many deals on which we work, it has been customary to deliver certificates of officers. Sometimes the form of them is prescribed by a purchase agreement.

CanadaCorporate/Commercial Law

In many deals on which we work, it has been customary to deliver certificates of officers. Sometimes the form of them is prescribed by a purchase agreement. Sometimes they are in support of an opinion. Sometimes they are required to bring down certain representations and warranties for closing.

Sometimes, however, they serve none of these functions. Sometimes we're just giving them because it's market to give them and it's not worth a fight. And so we trudge off to compile articles, by-laws, authorizing resolutions and, worst of all, incumbency certificates for people who didn't even sign anything on the deal, which adds more signatures and slows down the process. Then we swap ours with opposing counsel's, making sure everyone signed everything correctly, and never look at them again.

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