General Rules and Regulations
Securities Exchange Act of 1934
Rule 15d-20 -- Plain English Presentation of Specified Information.
Any information included or incorporated by reference in a report filed under
section 15(d) of the Act that is required to be disclosed pursuant to
Item 402, 403, 404 or 407 of Regulation S-B or
Item 402, 403, 404 or 407 of Regulation S-K
must be presented in a clear, concise and understandable manner. You must prepare the disclosure using
the following standards:
Present information in clear, concise sections, paragraphs and sentences;
Use short sentences;
Use definite, concrete, everyday words;
Use the active voice;
Avoid multiple negatives;
Use descriptive headings and subheadings;
Use a tabular presentation or bullet lists for complex material, wherever possible;
Avoid legal jargon and highly technical business and other terminology;
Avoid frequent reliance on glossaries or defined terms as the primary means of
explaining information. Define terms in a glossary or other section of the document only if the meaning
is unclear from the context. Use a glossary only if it facilitates understanding of the disclosure; and
In designing the presentation of the information you may include pictures,
logos, charts, graphs and other design elements so long as the design is not misleading and the required
information is clear. You are encouraged to use tables, schedules, charts and graphic illustrations that
present relevant data in an understandable manner, so long as such presentations are consistent with
applicable disclosure requirements and consistent with other information in the document. You must
draw graphs and charts to scale. Any information you provide must not be misleading.
Note to Rule 240.15d-20.
In drafting the disclosure to comply with this section, you should
avoid the following:
Legalistic or overly complex presentations that make the substance of
the disclosure difficult to understand;
Vague "boilerplate" explanations that are imprecise and readily subject to
Complex information copied directly from legal documents without any clear and
concise explanation of the provision(s); and
Disclosure repeated in different sections of the document that
increases the size of the document but does not enhance the quality of the information.
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