Writing in Plain English for lawyers _ LESSON 1

We thought it would be helpful to list the most common problems we’ve encountered with disclosure documents.
Common problems:

• Long sentences
• Passive voice
• Weak verbs
• Superfluous words
• Legal and financial jargon
• Numerous defined terms
• Abstract words
• Unnecessary details
• Unreadable design and layout

In the following pages we offer some ways to fix these problems.


For example, here’s a common sentence found in prospectuses:

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFER¬ENCE IN THIS JOINT PROXY STATEMENT/PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRE¬SENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

Here’s one possible plain English rewrite:

You should rely only on the information contained in this document or that we have referred you to. We have not authorized anyone to provide you with information that is different.

The plain English rewrite uses everyday words, short sentences, active voice, regular print, and personal pronouns that speak directly to the reader.

Use the active voice with strong verbs

The plodding verbosity of most disclosure documents makes readers yearn for clear words and short sentences. The quickest fix lies in using the active voice with strong verbs. Strong verbs are guaranteed to liven up and tighten any sentence, virtually causing information to spring from the page. When you start to rewrite or edit your work, highlighting all the verbs can help. You may be surprised by the number of weak verbs, especially forms of “to be” or “to have” that you’ll find.
The time you spend searching for a precise and strong verb is time well spent. When a verb carries more meaning, you can dispense with many of the words used to bolster weak verbs.
Weak verbs keep frequent company with two more grammatical undesirables: passive voice and hidden verbs. In tandem, they add unnecessary length and confusion to a sentence.

The active and passive voices


Don’t ban the passive voice, use it sparingly

As with all the advice in this handbook, we are presenting guidelines, not hard and fast rules you must always follow. The passive voice may make sense when the person or thing performing the action is of secondary importance to another subject that should play the starring role in sentence. Use the passive voice only when you have a very good reason for doing so. When in doubt, choose the active voice.

Find hidden verbs
Does the sentence use any form of the verbs “to be,” “to have,” or another weak verb, with a noun that could be turned into a strong verb? In these sentences, the strong verb lies hidden in a nominalization, a noun derived from a verb that usually ends in -tion. Find the noun and try to make it the main verb of the sentence. As you change nouns to verbs, your writing becomes more vigorous and less abstract.

before                        after
We made an application... We applied...
We made a determination... We determined...
We will make a distribution... We will distribute...

before
We will provide appropriate information to shareholders concerning...
after
We will inform shareholders about...

before
We will have no stock ownership of the company.
after
We will not own the company’s stock.

before
There is the possibility of prior Board approval of these investments.
after
The Board might approve these investments in advance.

[By the Office of Investor Education and Assistance
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549]