Here’s a note from my good friend McKesson’s Jim Brashear: “Did you catch the recent Wall Street Journal piece on corporate jargon? “I Want to Vomit”: The Business Jargon You Hate the Most is a hilarious reminder of how biz-speak can alienate an audience. Whether it’s people “socializing” an idea or “taking it offline,” the WSJ readers’ comments made one thing clear: most people find this language confusing at best and untrustworthy at worst.
The “Plain English” Mandate
From a securities law standpoint, avoiding cringe is more than a stylistic choice—it’s a regulatory requirement. The SEC isn’t just a fan of good writing; they’ve codified it.
- Offerings: Under Securities Act Rule 421(d), we are legally required to use Plain English in offering materials.
- Executive Compensation: Item 402 of Reg S-K mandates “clear, concise, and understandable” disclosure.
- MD&A: The SEC urges a “fresh look” at MD&A (Release 33-8350) to eliminate boilerplate jargon and provide a “management’s eye view.”
Drafting Guidance
The SEC Plain English Handbook is a gold standard not only for disclosure, but for all legal drafting. A plain English document is easy to read, uses words economically, and maintains a tight sentence structure. Here is how we can apply these principles:
- Short Sentences: Keep thoughts discrete to avoid burying material information in winding prose.
- Everyday Words: Trade “utilize” for “use.” Vague terms like “rationalization” can be framed in litigation as a mask for negative news.
- Omit Superfluous Words: Say it with fewer words (e.g., replace “in the event that” with “if”).
- Active Voice: “We decided” is clearer than “It was determined.” Passive voice obscures the accountability regulators look for.
- No Jargon: Avoid “biz-speak” that lacks a precise definition or jargon that won’t resonate with your audience.
- Avoid Idioms and Metaphors: Steer clear of “ballpark figures,” “low-hanging fruit” or similar phrases that lack precision and can be culturally non-inclusive.
- No Multiple Negatives: Avoid “not unsuccessful.” Hedging makes it harder to claim safe harbor protections.
- Avoid Redundancy: If you’ve said it once clearly, don’t repeat it unnecessarily.
- Use Defined Terms Sparingly: Do you really need to define “the Company” or “this report”?
- Tables & Bullets: Use these for complex data to meet the SEC’s “Layered Disclosure” standard.
Conclusion
At the end of the day, our legal goal is defensible transparency. When we strip away the jargon, we reduce the ambiguity gap that plaintiffs’ attorneys love to exploit and we avoid drawing attention from regulators. Clear writing isn’t just better communication—it’s better risk management.
For me, “negative growth” is the most cringe-worthy, Orwellian doublespeak example from the WSJ article. Which corporate jargon offender is your favorite to hate?”
