I wonder if I’m alone in being completely mystified by the following instruction that appears on the cover page of the SEC’s Form 10-K:
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐Yes ☐ No
Why are there two boxes? If a registrant is not required to file reports, an indication by check mark is required. But which box? Wouldn’t checking either box be consistent with the instruction “to indicate by check mark”? Would it be wrong to check both boxes? Clearly, the SEC is not ignorant of the one box approach for the following instruction appears just a few lines down:
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Why are the boxes labeled “yes” and “no” when there is no question? Typically, one would expect a “yes” or “no” in response to a question. Here there is simply an instruction – indicate by check mark.
Why does the SEC love litotes? Lawyers love to use double negatives and I admit that they can convey meaning. After all, being not ugly is not quite the same thing as being pretty. Here, however, the instruction and the options for responding are simply bewildering. Why not simply ask: “Is the registrant required to file reports?” Then the answer could either a straightforward “yes” or “no”.
