Wilbers: SEC Guidelines

Writing clearly is hard work.

Perhaps I should restate that. It is clear that writing is hard work. No, that’s not what I meant. To write with clarity is hard work. Maybe I should start over.

To write with clarity ain’t easy.

Not only do you have to know your purpose, audience, and subject, but you have to apply certain principles of good writing to convey your message effectively.

With so many things to worry about, it’s nice when an organization like the U.S. Securities and Exchange Commission offers advice on how to make clear writing easier ? or at least less difficult.

A Plain English Handbook is a marvelous little handbook (83 pages), not just for the people who write disclosure documents but for every on-the-job writer.

Of the handbook’s 12 chapters, “Writing in Plain English? is of most value to the general writer. It offers 14 points of advice, including:

Use the active voice with strong verbs. Rather than “The foregoing Fee Table is intended to assist investors in understanding the costs and expenses that a shareholder in the Fund will bear directly or indirectly,? write “This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.?

As any good handbook will tell you, however, “the passive voice may make sense when the person or thing performing the actions is of secondary importance,? so ? if you’ll forgive the comma splice ? “Don’t ban the passive voice, use it sparingly.?

Find hidden verbs. Rather than “We will make a distribution,? write “We will distribute.? Rather than “We will provide appropriate information to shareholders concerning . . . ,? write “We will inform shareholders about . . .?

Try personal pronouns. Compare the following passages:

“This Summary does not purport to be complete and is qualified in its entirety by the more detailed information contained in the Proxy Statement and the Appendices hereto, all of which should be carefully reviewed.?

“Because this is a summary, it does not contain all the information that may be important to you. You should read the entire proxy statement and its appendices carefully before you decide how to vote.?

Bring abstractions down to earth. Rather than “No consideration or surrender of Beco Stock will be required of shareholders of Beco in return for the shares of Unis Common Stock issued pursuant to the Distribution,? write “You will not have to turn in your shares of Beco stock or pay any money to receive your shares of Unis common stock from the spin-off.?

Omit superfluous words. Rather than in order to, in the event that, and owing to the fact that, write to, if, and because.

Write in the “positive.? Rather than “Persons other than the primary beneficiary may not receive these dividends,? write “Only the primary beneficiary may receive these dividends.?

One last technique to help you write clearly. As Warren Buffett suggests in the preface, “Write with a specific person in mind.?

When Buffett wrote Berkshire Hathaway’s annual report, for example, he pretended he was talking to his sisters: “Though highly intelligent, they are not experts in accounting or finance. They will understand plain English, but jargon may puzzle them.?

To those who have no siblings to write to, Buffett makes this generous offer: “Borrow mine: Just begin with ‘Dear Doris and Bertie.’”

Sounds good to me. So, then. Dear Linda and Lisa. You can download and print a copy of the handbook by visiting the SEC Web site at www.sec.gov/news/extra/handbook.htm. You also can order a copy by calling 1-800-SEC-0330.

To help you practice some of the principles and techniques presented in the handbook, I have posted some exercises on my Web page. Have fun. Give my nieces and nephews a hug for me. Hope to see you soon.