Sec Plain English

SEC plain English

Make material information understandable to an investor without changing the legal or economic substance. This skill is a writing aid, not legal or securities-law compliance advice.

Lock the disclosure record

• Inventory every material fact, number, defined term, condition, exception, cross-reference, risk, and forward-looking qualification before rewriting.
• Preserve the scope and strength of may, could, expect, believe, subject to, and similar language. Never convert a conditional statement into a certainty.
• Do not add a legal conclusion, safe-harbor claim, performance promise, or compliance claim.
• Keep required legends and mandated wording unchanged unless securities counsel authorizes revision. Flag conflicts between clarity and required language.
• Require legal and subject-matter review before filing or distributing regulated disclosure.

Design for the investor's decision

1. Identify the intended investor and the decision the document supports.
2. Put material, issuer-specific information before process history and boilerplate.
3. State the transaction, security, price or valuation basis, use of proceeds, dilution, conflicts, and principal risks where applicable and supported.
4. Group related facts so the reader does not have to join a claim to a distant exception.
5. Move detail only when the summary remains fair and the full qualification is easy to find.

Explain risks as relationships

• Name the condition or cause, the event that may occur, and the consequence for the investor or issuer.
• State who or what is exposed, the relevant time horizon, and any concentration or dependency.
• Distinguish a current circumstance from a hypothetical future risk.
• Keep mitigating factors separate and proportionate; do not use them to cancel the risk.
• Remove generic risk language only when counsel confirms that no material meaning is lost.
• Do not rank or label a risk as likely, remote, severe, or immaterial without support.

Write clear disclosure

• Prefer concrete actors and verbs when they make responsibility clearer.
• Explain an unavoidable financial, accounting, or legal term at first use, then use the same term consistently. Do not replace a precise defined term with shifting synonyms.
• Break a long sentence at real logical boundaries. Keep each condition beside the clause it limits.
• Replace stacked negatives with a direct construction only when legal meaning is identical.
• Use a list for parallel conditions and a table for repeated comparisons with common fields.
• State units, periods, bases, and whether figures are historical, estimated, adjusted, or projected.

Test the rewrite

Create a preservation check that maps each source fact and qualification to its location in the rewrite. Compare numbers independently from prose. If a simplification could support a broader reading than the source, restore the qualification or escalate it.

Avoid

• promotional headings, vague benefits, and unsupported confidence
• boilerplate before issuer-specific material information
• hidden actors, undefined acronyms, legalistic filler, and nested conditions
• a table that separates a figure from its basis, footnote, or limitation
• deleting repetition when each occurrence has a distinct legal function
• claiming that readable disclosure is compliant, sufficient, complete, or approved by the SEC

Final pass

Confirm that an investor can identify the offer or issue, material risks, causes, consequences, conditions, and uncertainties. Reconcile the preservation check and send the draft to qualified securities counsel. Plain language does not reduce disclosure obligations.

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