- videocam Live Webinar with Live Q&A
- calendar_month November 5, 2026 @ 1:00 PM ET/10:00 AM PT
- signal_cellular_alt Beginner
- card_travel Corporate Law
- schedule 90 minutes
Corporate Authority Fundamentals: Delegation, Signing Authority, Approval Matrices, and Unauthorized Commitments
Board and Officer Authority, Contract Approval Policies, Apparent Authority, E-Signatures, and Ratification
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About the Course
Introduction
This CLE webinar will examine best practices for establishing and managing who may approve company action, sign contracts, delegate authority, and bind the company to legal obligations.
Description
Companies act through boards, managers, officers, employees, and agents. Counsel must understand when formal entity approval is required, who may sign contracts and other legal documents, and how authority should be delegated and documented.
Issues involving proper or improper authority may arise in day-to-day business. Perhaps a contract was signed by the wrong officer or approved beyond policy limits. Maybe it was executed by an employee without the proper authority or was processed through an electronic workflow without proper review or oversight.
When these issues arise, disputes may follow over whether the company is bound, whether an internal policy was violated, and whether later approval or ratification is required. Clear approval controls can help. Our authoritative panel will discuss how to structure policies and procedures to minimize the risks from improper authorization or exceeding authority levels.
Listen as our panel explores corporate authority fundamentals, covering entity approvals, officer and employee authority, delegation policies, approval matrices, contract signing controls, apparent authority, e-signatures, unauthorized commitments, and ratification.
Presented By
Mr. Scherzer counsels clients on cutting-edge technology and privacy law matters, with a specific emphasis on artificial intelligence (AI) matters, and complex information technology, outsourcing, and intellectual property transactions. He has extensive and varied experience in these areas garnered over more than 20 years as a partner at large national and international firms and at a pioneering technology law boutique in New York City. From startups to Fortune 500 companies, Mr. Scherzer provides legal counsel at all stages of the corporate lifecycle.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
Date + Time
- event
Thursday, November 5, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Corporate authority fundamentals
A. How entities act through boards, officers, employees, and agents
II. Formal approvals and corporate records
A. How boards, managers, members, and officers approve and document company action
III. Employee and agent authority
A. Actual authority, apparent authority, course of dealing, and third-party reliance
IV. Delegations and approval matrices
A. Signing limits, approval thresholds, escalation rules, and policy exceptions
V. Contract signing and e-signature controls
A. Confirming signature authority, legal entity, workflow approvals, and audit trails
VI. Unauthorized commitments and ratification
A. Contracts signed outside authority, corrective approvals, and internal remediation
VII. Practitioner takeaways
The panel will review these and other key issues:
- When to require board, manager, member, officer, or employee approval
- Structuring delegation of authority, signing limits, and approval matrices
- Risks from contracts signed by the wrong person or processed outside approved workflows
- Addressing apparent authority, unauthorized commitments, ratification, and corrective approvals
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Unlimited access to Professional Skills and Practice-Ready courses:
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