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Plain English and the SEC
In
January 2006, the SEC proposed amendments to certain disclosure requirements (including executive and director compensation and some corporate governance matters) and also proposed that those disclosures by provided in "plain English." � According to the SEC, the
proposed amendments are intended to make proxy statements, reports and registration statements easier to understand. They are also intended to provide investors with a clearer and more complete picture of the compensation earned by a company's principal executive officer, principal financial officer and highest paid executive officers and members of its board of directors. In addition, they are intended to provide better information about key financial relationships among companies and their executive officers, directors, significant shareholders and their respective immediate family members.
What is "plain English"� for the SEC? The SEC addressed that in
its Plain English Handbook. According to the Handbook,
Plain English means analyzing and deciding what information investors need to make informed decisions, before words, sentences, or paragraphs are considered. A plain English document uses words economically and at a level the audience can understand. Its sentence structure is tight. Its tone is welcoming and direct. Its design is visually appealing. A plain English document is easy to read and looks like it's meant to be read.
The Handbook includes some tips that are helpful to ordinary writers, not just SEC lawyers. For example, it recommends that, as you read the document,
you jot down the main points in each paragraph. "If you can't find these points too easily, it may mean the paragraph is a hodgepodge of unrelated topics."
The Handbook is refreshing and instructive for anyone who wants to write well. Put it on your recommended reading list.