Chief Financial Officer Certificate
(Securities Offerings)


This form is a standard certificate of the issuer’s chief financial officer (CFO) to be delivered as a closing condition for a securities offering. This form includes practical guidance, drafting notes, and an alternate clause.A CFO certificate provides representations regarding the accuracy of certain negotiated disclosure in the prospectus or offering memorandum and may assist in the due diligence process and as a supplement to a comfort letter. The underwriters will usually request a CFO certificate with respect to any information in the disclosure that is not covered by a comfort letter delivered by the issuer’s auditors. This form of certificate may be delivered in either an offering registered with the Securities and Exchange Commission or an unregistered offering pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended.For more information regarding the due diligence defense and the due diligence process more generally, see Initial Public Offering ...