Would Disclosure Improve If The SEC Used The “Magic Word” A Bit More Often?

Recently, I was working on a registration statement on Form S-3 and I happened to notice the following  jarring juxtaposition in the instructions on the cover page:

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ?

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ??

I suppose we’ll never know what motivated the SEC to ask politely in the first instruction but simply command in the second.  While I haven’t surveyed all of the SEC’s forms, it appears that the SEC is quite miserly in its use of “please” – I found it on Form 144 and Form S-1.  Perhaps the workaday nature of Exchange Act forms militates against politeness.  I couldn’t find a “please” in Forms 10-K, 10-Q or 8-K.

If the SEC is averse to “please”, it might consider instructing registrants to “kindly check the following box” or more formally “prithee check the following box”.

Given the dearth of “please”, I suppose it would be far too much to ask for a “thank-you” at the end of each form.


DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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