Keep it simple
Euromoney Limited, Registered in England & Wales, Company number 15236090
4 Bouverie Street, London, EC4Y 8AX
Copyright © Euromoney Limited 2024
Accessibility | Terms of Use | Privacy Policy | Modern Slavery Statement

Keep it simple

At long last, lawyers are going to have to start writing in plain English - or are they? By Christopher Stoakes

From October 1, all companies making public issues in the US (including those from outside the US) have had to ensure that their registration statements are written in plain English.

This requirement is contained in a Securities & Exchange Commission (SEC) staff legal bulletin published in January. The bulletin says companies must write the forepart of their registration statements in plain English, and the remaining portions in a clear, understandable manner, and design them to look visually inviting and easy to read.

The SEC spells out what it sees as the principles of plain English: short sentences; definite, concrete everyday language; active voice; tabular presentation of complex information; no legal jargon; and no multiple negatives. There must be clear, concise sections, paragraphs and sentences. Whenever possible, there should be short explanatory sentences and bullet lists, and descriptive headings and subheadings. Companies must avoid legal and highly technical business terminology, and reliance on glossaries or defined terms.

The SEC specifically discourages "vague 'boilerplate' explanations" and "complex information copied directly from legal documents without any clear and concise explanation of the provision(s)". The SEC admits that some sections of a registration may be lengthened as a result, but the overall effect should be to reduce the document's length by "writing concisely and eliminating redundancies".

Gift this article