Define: Section 16 Officer
A Section 16 Officer is a term used in contracts, board resolutions, and governance policies to describe an individual, typically a main board member or executive sub-leader, who performs a policy-making function for an organization. The label determines whose decisions and disclosures the agreement treats as binding on the entity.
Legal accuracy standard set & glossary spot-checked by Imad Mohammed Nazar , Skadden-trained M&A lawyer, Legal Engineer at GenieAI
What Section 16 Officer Means in a Contract
Within a contract or corporate policy, a Section 16 Officer refers to any individual who holds real influence over the strategic or policy direction of an organization, regardless of their formal job title. This includes main board directors but also extends to executive sub-leaders who, in practice, shape decisions that bind the company. The label is functional rather than purely titular, meaning that someone without a director designation could still qualify if they participate meaningfully in setting policy.
Contracts use this concept to identify a class of people whose actions, representations, or signatures carry heightened authority or accountability. When an agreement refers to a Section 16 Officer, it is usually trying to capture decision-makers whose conduct should trigger specific obligations, such as certification requirements, conflict-of-interest disclosures, or restrictions tied to Relevant Circumstances
Relevant Sectors