17 CFR 230.421 - Presentation of information in prospectuses.
(a) The information required in a prospectus need not follow the order of the items or other requirements in the form. Such information shall not, however, be set forth in such fashion as to obscure any of the required information or any information necessary to keep the required information from being incomplete or misleading. Where an item requires information to be given in a prospectus in tabular form it shall be given in substantially the tabular form specified in the item.
(1) Present information in clear, concise sections, paragraphs, and sentences. Whenever possible, use short, explanatory sentences and bullet lists;
(2) Use descriptive headings and subheadings;
(3) Avoid frequent reliance on glossaries or defined terms as the primary means of explaining information in the prospectus. 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
(4) Avoid legal and highly technical business terminology.
In drafting the disclosure to comply with this section, you should avoid the following:
1. Legalistic or overly complex presentations that make the substance of the disclosure difficult to understand;
2. Vague “boilerplate” explanations that are imprecise and readily subject to different interpretations;
3. Complex information copied directly from legal documents without any clear and concise explanation of the provision(s); and
4. Disclosure repeated in different sections of the document that increases the size of the document but does not enhance the quality of the information.
(c) All information required to be included in a prospectus shall be clearly understandable without the necessity of referring to the particular form or to the general rules and regulations. Except as to financial statements and information required in a tabular form, the information set forth in a prospectus may be expressed in condensed or summarized form. In lieu of repeating information in the form of notes to financial statements, references may be made to other parts of the prospectus where such information is set forth.
(1) To enhance the readability of the prospectus, you must use plain English principles in the organization, language, and design of the front and back cover pages, the summary, and the risk factors section.
(2) You must draft the language in these sections so that at a minimum it substantially complies with each of the following plain English writing principles:
(i) Short sentences;
(ii) Definite, concrete, everyday words;
(iii) Active voice;
(iv) Tabular presentation or bullet lists for complex material, whenever possible;
(v) No legal jargon or highly technical business terms; and
(vi) No multiple negatives.
(3) In designing these sections or other sections of the prospectus, you may include pictures, logos, charts, graphs, or 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 of the results of operations, balance sheet, or other financial data that present the data in an understandable manner. Any presentation must be consistent with the financial statements and non-financial information in the prospectus. You must draw the graphs and charts to scale. Any information you provide must not be misleading.
- 17 CFR 229.501 — (Item 501) Forepart of Registration Statement and Outside Front Cover Page of Prospectus.
- 17 CFR 229.502 — (Item 502) Inside Front and Outside Back Cover Pages of Prospectus.
- 17 CFR 270.30e-1 — Reports to Stockholders of Management Companies.
- 17 CFR 240.14d-100 — Schedule TO. Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934.
- 17 CFR 230.154 — Delivery of Prospectuses to Investors at the Same Address.
- 17 CFR 230.481 — Information Required in Prospectuses.
- 17 CFR 229.503 — (Item 503) Prospectus Summary, Risk Factors, and Ratio of Earnings to Fixed Charges.
- 17 CFR 240.13e-100 — Schedule 13e-3, Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 (§ 240.13e-3) Thereunder.
- 17 CFR 240.14a-3 — Information to Be Furnished to Security Holders.
- 17 CFR 229.1001 — (Item 1001) Summary Term Sheet.
- 17 CFR 230.421 — Presentation of Information in Prospectuses.